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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)1
Flotek Industries Inc.
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(Name of issuer)
Common Stock, no par value
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(Title of class of securities)
34339C 10 4
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(CUSIP Number)
c/o Edwin T. Markham, Esq.
Satterlee Stephens Burke & Burke LLP
230 Park Avenue, 11th Floor
New York, New York 10169; (212) 404-8733
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(Name, address and telephone number of person
authorized to receive notices and communications)
August 7, 2000
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1 (e), 13d-1 (f) or 13d-1 (g), check the
following box |_|.
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 (b) for
other parties to whom copies are to be sent.
(Continued on following pages)
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1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 6 Pages
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CUSIP No. 34339C 10 4 13D Page 2 of 6 Pages
NAME OF REPORTING PERSONS
1 S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Charles A. Dickinson, Jr.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
2 (b) |_|
3 SEC USE ONLY
SOURCE OF FUNDS*
4 PF; OO (See Item 3 of Initial Statement)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEM 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,333,333 shares (See Item 5(b))
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 125,500 shares (See Item 5(b))
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
2,333,333 shares (See Item 5(b))
10 SHARED DISPOSITIVE POWER
125,500 shares (See Item 5(b))
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,458,833 shares of Common Stock (See Item 5 (a))
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9% (See Item 5(a))
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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AMENDMENT NO. 1 TO SCHEDULE 13D
Introduction.
The Reporting Person named in Item 2 below filed an initial
statement, on Schedule 13D, with the Securities and Exchange Commission (the
"Commission") on November 10, 1997 (the "Initial Statement") to disclose his
acquisition of securities of the issuer.
The Reporting Person named in Item 2 below is filing this
Amendment No. 1 to Schedule 13D (the "Amendment"; and together with the Initial
Statement, the "Schedule 13D") to disclose: (i) the sale of an aggregate of
1,025,000 shares of Common Stock over the past few months; and (ii) that
effective as of the close of business on August 7, 2000, after giving effect to
the sale of an aggregate of 125,000 shares of Common Stock, all as more fully
described in Item 5 below, the Reporting Person ceased to be the beneficial
owner of five (5%) percent or more of the issued and outstanding any shares of
Common Stock, and therefore ceased to be a reporting person, as such term is
defined in the regulations promulgated by the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
Capitalized terms used in this Amendment without definition
shall have the respective meanings ascribed to them in the Initial Statement.
Item 1. Security and Issuer.
No change.
Item 2. Identity and Background.
No change.
Item 3. Source and Amount of Funds or Other Consideration.
No change.
Item 4. Purpose of Transaction.
No change from the disclosures set forth in Item 4 of the
Initial Statement, except to report: (i) that the Warrants issued to the
Reporting Person to purchase an aggregate of 2,333,333 shares of Common Stock
expired unexercised in accordance with their terms on September 14, 1999; and
(ii) the sale of an aggregate of 1,025,000 shares of Common Stock over the past
few months (See Item 5 (c) below).
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number and percentage of shares of Common
Stock beneficially owned by the Reporting Person are as follows:
Page 3 of 6 Pages
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The aggregate number and percentage of the Common Stock which
are owned beneficially by the Reporting Person on the date hereof are 2,458,833
shares of Common Stock, or approximately 4.9% of the 50,243,295 shares of Common
Stock that were issued and outstanding on May 31, 2000, as set forth in the
issuer's Form 10QSB that was filed with the Commission on July 24, 2000.
Elizabeth Thomas Dickinson, the wife of the Reporting Person, may be deemed to
share with the Reporting Person the beneficial ownership of 125,500 of these
shares of Common Stock.
(b) With respect to each person named in response to paragraph
(a) of this Item 5 of Schedule 13D, set forth below are the number of shares of
Common Stock as to which there is sole power to vote or to direct the vote,
shared power to vote or direct the vote, and sole or shared power to dispose or
direct the disposition:
The Reporting Person may be deemed to have the sole power to
vote (and to direct the vote of) and to dispose of (and direct the disposition
of) the 2,333,333 shares of Common Stock owned of record by him and to share
with his wife, Elizabeth Thomas Dickinson, the power to vote (and to direct the
vote of) and to dispose of (and direct the disposition of) the 125,500 shares of
Common Stock that are owned of record by the Reporting Person and his wife, as
joint owners.
(c) Except for the sale of an aggregate of 1,025,000 shares of
Common Stock by the Reporting Person and his wife, as joint owners, during the
period February 25, 2000 through August 7, 2000, as more fully set forth below,
during the past 60 days, the Reporting Person has not effected any transaction
in the Common Stock. Set forth below is a list of all transactions in the voting
securities of the Company that were effected by the Reporting Person since the
date of the filing of the Initial Statement:
<TABLE>
<CAPTION>
Date of Amount of Price Where and How
Transaction Securities Sold Per Share Transaction Effected
----------- --------------- --------- --------------------
<S> <C> <C> <C>
02/25/00 50,000 $0.210 Nasdaq Open Market Sale
03/16/00 25,000 $0.210 Nasdaq Open Market Sale
03/21/00 75,000 $0.200 Nasdaq Open Market Sale
03/23/00 50,000 $0.240 Nasdaq Open Market Sale
03/28/00 50,000 $0.230 Nasdaq Open Market Sale
05/26/00 10,000 $0.120 Nasdaq Open Market Sale
05/30/00 80,000 $0.120 Nasdaq Open Market Sale
05/30/00 30,000 $0.130 Nasdaq Open Market Sale
06/02/00 75,000 $0.125 Nasdaq Open Market Sale
06/06/00 20,000 $0.130 Nasdaq Open Market Sale
06/23/00 40,000 $0.110 Nasdaq Open Market Sale
06/26/00 100,000 $0.110 Nasdaq Open Market Sale
06/29/00 50,000 $0.100 Nasdaq Open Market Sale
07/07/00 15,000 $0.090 Nasdaq Open Market Sale
07/20/00 35,000 $0.080 Nasdaq Open Market Sale
08/01/00 15,000 $0.070 Nasdaq Open Market Sale
</TABLE>
Page 4 of 6 Pages
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<TABLE>
<S> <C> <C> <C>
08/03/00 20,000 $0.060 Nasdaq Open Market Sale
08/03/00 160,000 $0.050 Nasdaq Open Market Sale
08/07/00 125,000 $0.045 Nasdaq Open Market Sale
</TABLE>
(d) Elizabeth Thomas Dickinson, the wife of the Reporting
Person, as the joint owner of 125,500 of the shares of Common Stock presently
beneficially owned by the Reporting Person, shares with the Reporting Person the
right to receive and/or the power to direct the receipt of dividends from,
and/or the proceeds from the sale of, such shares. Except for Mrs. Dickinson, no
other person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the securities of
the Company owned by the Reporting Person.
(e) The Reporting Person ceased to be the beneficial owner of
more than five percent of the Common Stock on August 7, 2000, after giving
effect to the sale of an aggregate of 125,000 shares of Common Stock on such
date.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
No change from the disclosures set forth in Item 6 of the
Initial Statement, except to report that the Warrants issued to the Reporting
Person to purchase an aggregate of 2,333,333 shares of Common Stock expired
unexercised in accordance with their terms on September 14, 1999.
Item 7. Material to be Filed as Exhibits.
No change.
Page 5 of 6 Pages
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned hereby certifies that the information set
forth in this amended statement is true, complete and correct.
Dated: September 7, 2000
/s/ CHARLES A. DICKINSON, JR.
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Charles A. Dickinson, Jr.
Page 6 of 6 Pages
