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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Flotek Industries Inc.
(Name of Issuer)
Common Stock, No Par Value Per Share
(Title of Class of Securities)
34339C 10 4
(Cusip Number)
Mr. Walter Roach
3900 Thanksgiving Tower
1601 Elm Street
Dallas, Texas 75201
(214) 922-0135
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 7, 2000
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
*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 ("Act") 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).
**The total number of shares of Stock reported herein is 56,145,572 shares,
which constitutes approximately 52.9% of the 106,228,867 shares deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. Except as otherwise
stated herein, all ownership percentages set forth herein assume that there are
50,243,295 shares of Stock outstanding.
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1. Name of Reporting Person:
TOSI, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds: OO - See Item 3.
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
[ ]
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 27,992,786(1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
55,985,572(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[X]
13. Percent of Class Represented by Amount in Row (11): 52.7%(3)
14. Type of Reporting Person: PN
2
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----------
(1) Pursuant to the Designations, Preferences and Rights (the "Certificate
of Designations") of the Issuer's Series A Convertible Preferred Stock
(the "Series A Preferred"), the holders of shares of Series A Preferred
generally are entitled to vote together with the holders of shares of
the Stock as a single class and to cast a number of votes equal to the
number of full shares of Stock into which the shares of Series A
Preferred that they respectively hold are then convertible.
Accordingly, acting through its sole general partner, TOSI, L.P. may be
deemed to have the sole power to vote or to direct the vote of
27,992,786 shares of the Stock. See Item 6.
(2) Assumes exercise of all of the New Warrants and conversion of all of
the shares of Series A Preferred beneficially owned by the Reporting
Person into shares of the Stock. See Item 6.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
106,228,867 shares of the Stock outstanding.
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1. Name of Reporting Person:
Pitman Property Corp.
2. Check the Appropriate Box if a Member of a Group:
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
[ ]
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 27,992,786(1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
55,985,572(2)(3)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[X]
13. Percent of Class Represented by Amount in Row (11): 52.7%(4)
14. Type of Reporting Person: CO
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----------
(1) Pursuant to the Certificate of Designations, the holders of shares of
Series A Preferred generally are entitled to vote together with the
holders of shares of the Stock as a single class and to cast a number
of votes equal to the number of full shares of Stock into which the
shares of Series A Preferred that they respectively hold are then
convertible. Accordingly, in its capacity as the sole general partner
of TOSI, L.P., Pitman Property Corp. may be deemed to have the sole
power to vote or to direct the vote of 27,992,786 shares of the
Stock. See Item 6.
(2) Solely in its capacity as the sole general partner of TOSI, L.P.
(3) Assumes exercise of all of the New Warrants and conversion of all of
the shares of Series A Preferred beneficially owned by the Reporting
Person into shares of the Stock. See Item 6.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
106,228,867 shares of the Stock outstanding.
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1. Name of Reporting Person:
J. W. Beavers, Jr.
2. Check the Appropriate Box if a Member of a Group:
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
[ ]
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 27,992,786(1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
55,985,572(2)(3)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[X]
13. Percent of Class Represented by Amount in Row (11): 52.7%(4)
14. Type of Reporting Person: IN
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(1) Pursuant to the Certificate of Designations, the holders of shares of
Series A Preferred generally are entitled to vote together with the
holders of shares of the Stock as a single class and to cast a number
of votes equal to the number of full shares of Stock into which the
shares of Series A Preferred that they respectively hold are then
convertible. Accordingly, in his capacity as the President and
controlling person of the sole general partner of TOSI, L.P., J. W.
Beavers may be deemed to have the sole power to vote or to direct the
vote of 27,992,786 shares of the Stock. See Item 6.
(2) Solely in his capacity as the President of Pitman Property Corp., which
is the sole general partner of TOSI, L.P.
(3) Assumes exercise of all of the New Warrants and conversion of all of
the shares of Series A Preferred beneficially owned by the Reporting
Person into shares of the Stock. See Item 6.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
106,228,867 shares of the Stock outstanding.
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1. Name of Reporting Person:
David S. Hunt
2. Check the Appropriate Box if a Member of a Group:
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds: See Item 3.
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
[ ]
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 160,000
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 160,000
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
160,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[X]
13. Percent of Class Represented by Amount in Row (11): 0.3%
14. Type of Reporting Person: IN
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Pursuant to Rule 13d-2(a) of Regulation 13D-G of the Rules and
Regulations under the Securities Exchange Act of 1934, as amended, the
undersigned hereby amend their Schedule 13D Statement dated November 10, 1997,
as amended by Amendment No. 1 thereto dated November 9, 1998, by Amendment No. 2
thereto dated March 2, 1999, and by Amendment No. 3 thereto dated March 5, 1999,
relating to the common stock, no par value per share (the "Stock"), of Flotek
Industries Inc., an Alberta corporation (the "Issuer").
Item 1. SECURITY AND ISSUER.
No material change.
Item 2. IDENTITY AND BACKGROUND.
No material change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 hereby is amended in its entirety to read as follows:
Except where a reference to Canadian currency is indicated by the use
of the prefix "CDN," all currency references in this Schedule 13D are to the
lawful moneys of the United States of America.
The source and amount of the funds used by the Reporting Persons to
purchase shares of Stock are as follows:
<TABLE>
<CAPTION>
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
<S> <C> <C>
TOSI Contributions from $1,589,783(1)
Partners
Pitman Not Applicable Not Applicable
JWB Not Applicable Not Applicable
DSH (2) $ 37,500(2)
</TABLE>
(1) Of this amount, (i) $750,000 represents the funds that were used to
acquire the convertible promissory note evidencing the Loan, the outstanding
principal balance and accrued but unpaid interest of which was exchanged for
839.792 Units, and (ii) $839,783 represents the funds to be used to acquire
27,992,786 shares of the Stock pursuant to the exercise of all of the New
Warrants and assumes exercise of all of the New Warrants. See Item 6.
(2) In connection with the transactions described in Item 6 of the
Schedule 13D, the Issuer paid DSH a finder's fee of $37,500 in the form of
350,000 shares of the Stock at a deemed
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price of CDN$0.15 (approximately $0.107, based on an assumed currency exchange
rate of CDN$1.40 per $1.00 at the time of the payment) per share of Stock.
Item 4. PURPOSE OF TRANSACTION.
No material change.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5(a) and (b) hereby are amended in their entirety to read as
follows:
(a)
TOSI
The aggregate number of shares of the Stock that TOSI owns
beneficially, pursuant to Rule 13d-3 of the Act, is 55,985,572, which constitute
approximately 52.7% of the 106,228,867 shares of the Stock deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) of the Act.
Pitman
Because of its position as the sole general partner of TOSI, Pitman
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
an aggregate of 55,985,572 shares of the Stock, which constitute approximately
52.7% of the 106,228,867 shares of the Stock deemed outstanding pursuant to Rule
13d-3(d)(1)(i) of the Act.
JWB
Because of his position as President and controlling person of the sole
general partner of TOSI, JWB may, pursuant to Rule 13d-3 of the Act, be deemed
to be the beneficial owner of an aggregate of 55,985,572 shares of the Stock,
which constitute approximately 52.7% of the 106,228,867 shares of the Stock
deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act.
DSH
Pursuant to Rule 13d-3 of the Act, DSH beneficially owns 160,000 shares
of the Stock, which constitutes approximately 0.3% of the outstanding shares of
the Stock.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b)
TOSI
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Pursuant to the Designations, Preferences and Rights (the "Certificate
of Designations") of the Issuer's Series A Convertible Preferred Stock (the
"Series A Preferred"), the holders of shares of Series A Preferred generally are
entitled to vote together with the holders of shares of the Stock as a single
class and to cast a number of votes equal to the number of full shares of Stock
into which the shares of Series A Preferred that they respectively hold are then
convertible. Accordingly, acting through its sole general partner, TOSI may be
deemed to have the sole power to vote or to direct the vote of 27,992,786 shares
of the Stock.
Pitman
Pursuant to the Certificate of Designations, the holders of shares of
Series A Preferred generally are entitled to vote together with the holders of
shares of the Stock as a single class and to cast a number of votes equal to the
number of full shares of Stock into which the shares of Series A Preferred that
they respectively hold are then convertible. Accordingly, in its capacity as the
sole general partner of TOSI, Pitman may be deemed to have the sole power to
vote or to direct the vote of 27,992,786 shares of the Stock.
JWB
Pursuant to the Certificate of Designations, the holders of shares of
Series A Preferred generally are entitled to vote together with the holders of
shares of the Stock as a single class and to cast a number of votes equal to the
number of full shares of Stock into which the shares of Series A Preferred that
they respectively hold are then convertible. Accordingly, in his capacity as the
President and controlling person of the sole general partner of TOSI, JWB may be
deemed to have the sole power to vote or to direct the vote of 27,992,786 shares
of the Stock.
DSH
DSH has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 160,000 shares of the Stock.
Item 5(c) hereby partially is amended by adding at the end thereof the
following:
During the past sixty (60) days, the Reporting Persons have sold shares
of the Stock in the over-the-counter market as follows:
<TABLE>
<CAPTION>
Reporting Person Date Number of Shares Sold Price Per Share
<S> <C> <C> <C>
DSH 08/15/00 15,000 $0.095
</TABLE>
(d) - (e)
No material change.
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Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 hereby partially is amended by adding at the end thereof the
following:
On September 7, 2000, the Issuer entered into a Securities Purchase and
Exchange Agreement dated as of April 30, 2000 with all of the holders of the
Issuer's Senior Notes and Existing Warrants, as defined therein (the "Exchange
Agreement"). Pursuant to the Exchange Agreement, each holder of the Issuer's
Senior Notes and Existing Warrants, including TOSI (the "Surrendering Holders"),
surrendered all of its Senior Notes and Existing Warrants in exchange for Units,
each consisting of (i) one share of the Issuer's Series A Convertible Preferred
Stock (the "Series A Preferred"), currently convertible into 33,333 shares of
the Stock, and (ii) warrants (the "New Warrants") to purchase 33,333 shares of
the Stock at a current exercise price of $0.03 per share (the "Exchange"). In
the Exchange, TOSI surrendered the Note and the Warrants in exchange for 839.792
Units.
The New Warrants currently entitle TOSI to acquire up to 27,992,786
shares of the Stock at the exercise price of $0.03 per share. The New Warrants
are exercisable, at TOSI's option, at any time and from time to time until
August 31, 2010. Other than as set forth above, the terms and conditions of New
Warrants are substantially the same as those of the Warrants.
In connection with the Exchange, the Registration Rights Agreement was
terminated and, in lieu thereof, the Issuer, TOSI and the other Surrendering
Holders entered into a new Registration Rights Agreement dated as of April 30,
2000 (the "New Registration Rights Agreement"). Pursuant to the New Registration
Rights Agreement, the Issuer granted registration rights with respect to the
shares of Stock issuable upon conversion of the Series A Preferred and upon
exercise of the New Warrants that, as to TOSI, are substantially the same as
those granted in the Registration Rights Agreement, except that TOSI is no
longer limited to two demands for registration of the Registrable Securities
under the Act (or, alternatively, for qualification of the Registrable
Securities for distribution pursuant to the securities laws of the provinces of
British Columbia or Ontario) at the Issuer's expense during the six-year term
thereof.
The descriptions of the Exchange Agreement, the New Warrants and the
New Registration Rights Agreement set forth herein are not, and do not purport
to be, complete, and are qualified in their entirety by reference to such
agreements and instruments, copies of the forms of which are filed herewith as
Exhibits 10.8, 10.9 and 10.10. Reference is made to the "Name/Structure Change
Alberta Corporation - Registration Statement" that the Issuer filed with the
Province of Alberta on August 31, 2000 for a complete description of all of the
rights and preferences of the Series A Preferred.
Except as set forth herein or in the Exhibits filed or to be filed
herewith, there are no other contracts, arrangements, understandings or
relationships with respect to the Stock owned by the Reporting Persons.
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Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 hereby partially is amended by adding to the end thereof the
following:
Exhibit 10.8 -- Form of Securities Purchase and Exchange Agreement dated as of
April 30, 2000 by and among Flotek Industries Inc., TOSI, L.P.
and the other signatories thereto
Exhibit 10.9 -- Form of Warrant to Purchase Common Stock of Flotek Industries
Inc. issued to TOSI, L.P.
Exhibit 10.10 -- Form of Registration Rights Agreement dated as of April 30,
2000 by and among Flotek Industries Inc., TOSI, L.P. and the
other signatories thereto
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii)
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 12, 2000
/s/ DAVID S. HUNT
------------------------------------
David S. Hunt, individually and as
attorney-in-fact for:
TOSI, L.P.(1)
PITMAN PROPERTY CORP.(2)
J. W. BEAVERS, JR.(3)
(1) A power of attorney authorizing David S. Hunt to act on behalf of TOSI,
L.P. previously has been filed with the Commission.
(2) A power of attorney authorizing David S. Hunt to act on behalf of
Pitman Property Corp. previously has been filed with the Commission.
(3) A power of attorney authorizing David S. Hunt to act on behalf of J. W.
Beavers, Jr. previously has been filed with the Commission.
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
10.1 Convertible Loan Agreement, previously filed as Exhibit 99.2 with the Schedule 13D Statement
dated November 10, 1997.
10.2 Registration Rights Agreement, previously filed as Exhibit 99.3 with the Schedule 13D Statement
dated November 10, 1997.
10.3 Lock-Up Agreement, previously filed as Exhibit 99.4 with the Schedule 13D Statement dated
November 10, 1997.
10.4 Warrants, previously filed as Exhibit 99.5 with the Schedule 13D Statement dated November 10,
1997.
10.5 Agreement for Extension and Amendment of Loan Agreement, Promissory Note and Warrant dated
November 2, 1998, to be effective as of October 16, 1998, by and among Flotek Industries Inc.,
Petrovalve International, Inc., Petrovalve, Inc., Turbeco, Inc., USA Petrovalve, Inc. and TOSI,
L.P., previously filed with Amendment No. 1 to the Schedule 13D Statement dated November 9,
1998.
10.6 Agreement for Second Extension and Amendment of Loan Documents dated February 24, 1999, to be
effective as of January 14, 1999, by and among Flotek Industries Inc., Petrovalve
International, Inc., Petrovalve, Inc., Turbeco, Inc., USA Petrovalve, Inc. and TOSI, L.P.,
previously filed with Amendment No. 2 to the Schedule 13D Statement dated March 2, 1999.
10.7 Intercreditor Agreement dated as of February 24, 1999, by and between Chisholm Energy Partners,
L.L.C. and TOSI, L.P., previously filed with Amendment No. 2 to the Schedule 13D Statement
dated March 2, 1999.
10.8 Form of Securities Purchase and Exchange Agreement dated as of April 30, 2000 by and among
Flotek Industries Inc., TOSI, L.P. and the other signatories thereto, filed herewith.
10.9 Form of Warrant to Purchase Common Stock of Flotek Industries Inc. issued to TOSI, L.P., filed
herewith.
10.10 Form of Registration Rights Agreement dated as of April 30, 2000 by and among Flotek Industries
Inc., TOSI, L.P. and the other signatories thereto, filed herewith.
24.1 Power of Attorney of TOSI, L.P., previously filed with the Schedule 13D Statement dated
November 10, 1997.
24.2 Power of Attorney of Pitman Property Corp., previously filed with the Schedule 13D Statement
dated November 10, 1997.
24.3 Power of Attorney of J. W. Beavers, Jr., previously filed with the Schedule 13D Statement dated
November 10, 1997.
99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith.
</TABLE>
