UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): July 21, 2006
FLOTEK
INDUSTRIES, INC.
Delaware
(State
or Other Jurisdiction of Incorporation)
001-13270
(Commission File Number)
90-0023731
(IRS
Employer Identification Number)
7030
Empire Central Drive, Houston, Texas (Address
of Principal Executive Offices)
77040
(Zip
Code)
Registrant’s
Telephone Number, including Area Code: (713)
849-9911
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section
4 Matters Related to Accountants and Financial Statements
|
Item
4.01
|
Changes
in Registrant’s Certifying
Accountant
|
|
(a)
|
On
June 1, 2006, the partners of UHY Mann Frankfort Stein & Lipp CPAs,
LLP (“UMFSL”) announced that they were joining UHY LLP (“UHY”), a New York
limited liability partnership. UHY is the independent registered
public
accounting firm with which UMFSL has an affiliation. UHY is a legal
entity
that is separate from UMFSL. On July 21, 2006, UMFSL notified Flotek
Industries, Inc. (the “Company”) that it has ceased to provide audit
services to the Company, and accordingly, resigned as the independent
public auditors of the Company on that date.
None
of the reports of UMFSL on the Company’s financial statements for either
of the past two years or subsequent interim periods contained an
adverse
opinion or disclaimer of opinion, or was qualified or modified as
to
uncertainty, audit scope or accounting principles.
During
the two most recent fiscal years of the Company and the interim
period
through July 21, 2006, there were no disagreements between the
Company and
UMFSL on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of UMFSL, would have caused
it to make
reference to the subject matter of the disagreements in connection
with
its report.
The
Company has provided UMFSL with a copy of the foregoing disclosures
in
conjunction with the filing of this Form 8-K. The Company requested
that
UMFSL deliver to the Company a letter addressed to the Securities
and
Exchange Commission stating whether it agrees with the statements
made by
the Company in response to Item 304(a) of Regulation S-B, and if
not,
stating the respects in which it does not agree. A copy of the
letter from
UMFSL is filed as Exhibit 16.1 to this current
report.
|
|
(b)
|
On
July 21, 2006, the Company engaged UHY as the Company’s independent public
auditor for the Company’s fiscal year ending December 31, 2006 and the
interim periods prior to such year-end. During the Company’s two most
recent fiscal years and the interim period through July 21, 2006,
the
Company has not consulted with UHY regarding the application of accounting
principles to a specific transaction, either completed or proposed,
or the
type of audit opinion that might be rendered on the Company’s financial
statements, nor did the limited liability partnership of UHY provide
advice to the Company, either written or oral, that was an important
factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue. Further, during
the
Company’s two most recent fiscal years and the interim period through July
21, 2006, the Company has not consulted with the limited liability
partnership of UHY on any matter that was the subject of a disagreement
or
a reportable event.
The
decision to change principal accountants was approved by the Audit
Committee of the Company’s
Board.
|
Section
9 Financial Statements and Exhibits
|
Item
9.01
|
Financial
Statements and Exhibits
|
(d)
Exhibits - The
following exhibits are furnished as part of this current report:
|
Exhibit
|
Description
|
|
16.1
|
Letter,
dated as of July 21, 2006, from UHY Mann Frankfort Stein & Lipp CPAs,
LLP to the Securities and Exchange
Commission
|
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
FLOTEK
INDUSTRIES, INC.
By:
/s/
Lisa Bromiley Meier
Lisa
Bromiley Meier
Chief
Financial Officer
|
Date: July
24, 2006