-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RXAm5TP6ClGpTnKoHzptt3yU8V8jVuJpZub3iHy70a/JY5MdmETh3flgiUizG/7Y 3kI9+jr8h4hdSOj2lS670A== 0001076636-99-000032.txt : 19990219 0001076636-99-000032.hdr.sgml : 19990219 ACCESSION NUMBER: 0001076636-99-000032 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990218 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLX ENERGY INC CENTRAL INDEX KEY: 0000317438 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 840749623 STATE OF INCORPORATION: CO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-34063 FILM NUMBER: 99544830 BUSINESS ADDRESS: STREET 1: 1776 LINCOLN ST STE 806 STREET 2: DENVER CLUB BLDG CITY: DENVER STATE: CO ZIP: 80203 BUSINESS PHONE: 3038940763 MAIL ADDRESS: STREET 1: 1776 LINCOLN STREET STE 806 STREET 2: DENVER CLUB BLDG CITY: DENVER STATE: CO ZIP: 80203 FORMER COMPANY: FORMER CONFORMED NAME: CLX EXPLORATION INC DATE OF NAME CHANGE: 19930115 FORMER COMPANY: FORMER CONFORMED NAME: CALVIN EXPLORATION INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SITTON K M INVESTMENTS LTD CENTRAL INDEX KEY: 0001079197 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 4904 LAKERIDGE DR CITY: LUBBOCK STATE: TX ZIP: 79424 MAIL ADDRESS: STREET 1: 4904 LAKERIDGE DR CITY: LUBBOCK STATE: TX ZIP: 79424 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CLX Energy, Inc. (Name of Issuer) $.01 par value common stock (Title of Class of Securities) 125649202 (CUSIP Number) Ronald M. Sitton 4904 Lakeridge Drive Lubbock, Texas 79424 (806) 798-8771 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 2, 1999 (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), 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). SCHEDULE 13D CUSIP No. 125649202 1)Name of Reporting Person:R.M. Sitton Investments, Ltd. I.R.S. Identification No. of Above Person: 75-2739237 2)Check the Appropriate Box if a Member of a Group* (a) (b)X (3)SEC Use Only (4)Source of Funds (See Instructions) PF (5)Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) (6)Citizenship or Place of Organization U.S. (Texas) Number of (7)Sole Voting Power 314,944 Shares Bene- ficially (8)Shared Voting Power None Owned by Each Report- (9) Sole Dispositive Power 314,944 ing Person With (10) Shared Dispositive Power None (11)Aggregate Amount Beneficially Owned by Each Reporting Person 314,944 (12)Check if the Aggregate Amount in Row (11) Excludes Certain Shares X - the number of shares set forth in Row (11) does not include, and R.M. Sitton Investments, Ltd. disclaims beneficial ownership of, the shares of common stock held by the persons other than R.M. Sitton Investments, Ltd. set forth in the table in Item 2 of this statement. (13)Percent of Class Represented by Amount in Row (11) 3.0% (14)Type of Reporting Person PN Item 1. Security and Issuer. This statement relates to the $.01 par value common stock of CLX Energy, Inc. The address of the principle executive offices of CLX Energy, Inc. is 518 Seventeenth Street, Suite 745, Denver, Colorado 80202. Item 2. Identity and Background. The name of the person filing this statement is R.M. Sitton Investments, Ltd. That limited partnership was formed under the laws of Texas and its address is 4904 Lakeridge Drive, Lubbock, Texas 79424. The general partner of the limited partnership is R.M. Sitton Family Trust, the trustee of which trust is Ronald M. Sitton. Mr. Sitton's principal occupation is Sitton Investment Company, which is located at 4904 Lakeridge Drive, P.O. Box 65148, Lubbock, TX 79464, and engaged in the business of property management and investments. Mr. Sitton is a U.S. citizens. Neither the limited partnership, the trust, nor Mr. Sitton has during the last five years been convicted in a criminal proceeding or been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. R.M. Sitton Investments, Ltd. was part of a group of persons that acquired a total of 5,773,973 shares of the common stock of CLX Energy, Inc. on February 2, 1999. That group of persons owned approximately 55 percent of the outstanding shares of common stock of CLX Energy, Inc. immediately after that acquisition based on 10,498,132 shares of common stock of CLX Energy, Inc. being outstanding. The group of persons has not entered into any agreements concerning the control over the voting or disposition of the common stock of CLX Energy, Inc. and currently does not have any plans to entered into such agreements. R.M. Sitton Investments, Ltd. disclaims beneficial ownership of the shares of CLX Energy, Inc. common stock held by those other persons. The following table sets forth the names of the persons to whom the shares of common stock were issued in that transaction, the number of shares issued to such persons, and the percentage of the outstanding shares of common stock represented by such shares. Percentage of Outstanding Shares of Number of Common Name Shares Stock _______ __________ ____________ James L. Burkhart Living Trust dtd. 9-17-97 2,519,551 24.0% BKM Family Limited Partnership 839,851 8.0% B.J. Reid 839,851 8.0% D.M. Finsthwait, Trustee of the Finsthwait 1973 Trust dtd. 2-25-73 524,907 5.0% R. M. Sitton Investments, Ltd. 314,944 3.0% Mike W. Burkhart 209,963 2.0% Steven J. Williams 157,472 1.5% Clyde F. & Cheryl W. Wootton JTWROS 157,472 1.5% Gee Family Trust dtd. 12-23-92 104,981 1.0% James Keith Burkhart Living Trust dtd. 11-25-98 104,981 1.0% ------------ --------- TOTALS 5,773,973 55.0% ============ ==========
Item 3. Source and Amount of Funds or Other Consideration. R.M. Sitton Investments, Ltd. used $15,000 of its personal funds to acquire its shares of CLX Energy, Inc. common stock. R.M. Sitton Investments, Ltd. and the other persons listed in the table in Item 2 also agreed to loan to CLX Energy Inc., or guaranty debt of CLX Energy Inc. for, up to $300,000 for oil and gas acquisitions during the period commencing on February 2, 1999 and ending on February 2, 2002. Item 4. Purpose of Transaction. CLX Energy, Inc. received a total of $275,000 cash for the issuance of the 5,773,973 shares of common stock and the acquirors of those shares listed in the table in Item 2 agreed to loan to CLX Energy Inc., or guaranty debt of CLX Energy Inc. for, up to $300,000 for oil and gas acquisitions during the period commencing on February 2, 1999 and ending on February 2, 2002. R.M. Sitton Investments, Ltd. does not itself have any plans, and does not have any plans with any of the other persons listed in the table in Item 2, which relate to or would result in the following: a. The acquisition by any person of additional securities of CLX Energy, Inc., or the disposition of securities of CLX Energy, Inc.; b. An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving CLX Energy, Inc.; c. A sale or transfer of a material amount of assets of CLX Energy, Inc.; d. Any change in the present board of directors or management of CLX Energy, Inc., including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; e. Any material change in the present capitalization or dividend policy of CLX Energy, Inc.; f. Any other material change in the business or corporate structure of CLX Energy, Inc.; g. Changes in the charter, bylaws of CLX Energy, Inc. or instruments corresponding thereto or other actions which may impede the acquisition of control of CLX Energy, Inc. by any person; h. Causing a class of securities of CLX Energy, Inc. to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; i. Causing the common stock of CLX Energy, Inc. to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act; or j. Any action similar to any of those enumerated above. R.M. Sitton Investments, Ltd. did not engage in any transactions concerning the securities of CLX Energy, Inc. during the prior 60 days. Item 5. Interest in Securities of the Issuer. R.M. Sitton Investments, Ltd. beneficially owns, and has the sole voting power over, 314,944 shares of the common stock of CLX Energy, Inc. representing 3.0% of the 10,498,132 shares of common stock of CLX Energy, Inc. outstanding. The number of shares and the percentage of the outstanding shares of common stock represented by such shares owned by the other persons that participated with R.M. Sitton Investments, Ltd. in acquiring 55% of the outstanding shares of CLX Energy, Inc. is set forth in Item 2. Item 6. Contract, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. On February 2, 1999, CLX Energy, Inc. and James L. Burkhart Living Trust entered into a Stock Purchase Agreement concerning the issuance of the 5,773, 973 shares of common stock. CLX Energy, Inc. issued the 5,773,973 shares of common stock to James L. Burkhart Living Trust and the other persons designated by the trust set forth in the table in Item 2. CLX Energy, Inc. received in exchange for the issuance of that common stock the consideration set forth in Item 4. James L. Burkhart Living Trust entered into a separate Nomination and Ratification Agreement with each of the other persons set forth in Item 2, including R.M. Sitton Investments, Ltd., (referred to as the "Nominating Person"). Each agreement provides the following: a. the Nominating Person engaged James L. Burkhart Living Trust to act as the nominee for the Nominating Person for the purchase of the Nominating Person's shares of CLX Energy, Inc. common stock; b. the Nominating Person agreed to pay to James L. Burkhart Living Trust all amounts owed for the purchase of the Nominating Person's shares of CLX Energy, Inc. common stock; and c. the Nominating Party agreed to assume and perform, to the extent attributable to the Nominating Party's shares of CLX Energy, Inc. common stock, the obligations and agreements in the Stock Purchase Agreement. Item 7. Material to be Filed as Exhibits. Exhibit 1 Stock Purchase Agreement between CLX Energy, Inc. and James L. Burkhart, Trustee of the James L. Burkhart Living Trust is incorporated herein by reference from Exhibit 10.1 to the Form 8-K of CLX Energy, Inc. (Commission File No. 0-9392) filed on February 9, 1999. Exhibit 2 Nomination and Ratification Agreement between James L. Burkhart, Trustee of the James L. Burkhart Living Trust and R. M. Sitton Investments, Ltd. SIGNATURE 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: February 11, 1999 R.M. SITTON INVESTMENTS, LTD. By: Ronald M. Sitton Ronald M. Sitton as ___________ of R.M. Sitton Investments, Ltd. and not individually EX-1 2 EXHIBIT 2 NOMINATION AND RATIFICATION AGREEMENT This Agreement is made and entered into this 25 day of January, 1999, by and among James L. Burkhart, Trustee of the James L. Burkhart Living Trust ("JLB"), and and R.M. Sitton Investments, Ltd.("Purchaser"). RECITALS A. As of the date hereof, JLB has entered into that certain Stock Purchase Agreement (the "CLX Agreement") with CLX Energy, Inc. ("CLX") for the purchase of CLX Common Stock. B. Purchaser desires to purchase 314,944 shares (the "CLX Shares") of the CLX Common Stock; and C. For convenience, JLB has entered into the CLX Agreement on behalf of, and as nominee for, Purchaser. STATEMENT OF AGREEMENT NOW, THEREFORE, for good and valuable consideration paid by each party to the other, the parties hereto agree as follows: 1. Nomination of JLB. Purchaser hereby engages JLB to act as Purchaser's nominee for the purchase of the CLX Shares from CLX pursuant to the terms and conditions of the CLX Agreement. On or before the closing of the CLX Agreement, immediately upon request by JLB, Purchaser pay to JLB all amounts owed, including expenses, with respect to the purchase of the CLX Shares. 2.Ratification of CLX Agreement by Purchaser. Purchaser agrees to be assume and perform, to the extent attributable to the CLX Shares, all representations, warranties, obligations and agreements (including, without limitation, any indemnification obligations) contained in the CLX Agreement. 3. Indemnification of JLB by Purchaser. Purchaser agrees to (a) be bound by all terms and conditions of the CLX Agreement insofar as it relates to the CLX Shares and (b) indemnify and hold JLB harmless from any and all obligations, losses, liabilities, causes of action, costs and expenses (including without limitation, attorneys' fees) arising out of or resulting from (i) temporary ownership of title to the CLX Shares by JLB, as nominee for Purchaser, (ii) the purchase of the CLX Shares pursuant to the CLX Agreement and (iii) any and all actions taken in good faith by JLB on behalf of Purchaser. PURCHASER ACKNOWLEDGES THAT PURCHASER HAS READ THE CLX AGREEMENT AND HAS AGREED TO PURCHASE THE CLX SHARES PURSUANT TO THE TERMS OF SUCH AGREEMENT. 4. Notice. Any notice or communication permitted or required by the provisions of this Agreement shall be in writing and shall be deemed to have been made or given if delivered in person, or (whether or not actually received, unless otherwise herein specifically provided) if deposited in the United States mails by registered mail or certified mail, return receipt requested, with proper postage prepaid thereon, addressed as follows: If to JLB: James L. Burkhart, Trustee If to Purchaser: R.M. Sitton Investments, Ltd. 4904 Lakeridge Dr. Lubbock, TX 79424 or to such other address as any party shall hereafter furnish to the other party in writing. 5. Miscellaneous. (a) This Agreement shall inure to the benefit of and be binding upon the heirs, legatees, executors, administrators, successors and assigns of the parties hereto. (b) This Agreement constitutes the entire agreement among the parties hereto as to the subject matter hereof superseding all prior agreements among the parties pertaining to such subject matter. This Agreement may not be modified except in a writing subscribed to by each party. (c) The provisions of this Agreement shall be construed simply according to their fair meaning and not strictly for or against any particular party. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above. JAMES L. BURKHART LIVING TRUST By /s/James L. Burkhart Ttee James L. Burkhart, Trustee /s/Ronald M. Sitton Ronald M. Sitton -----END PRIVACY-ENHANCED MESSAGE-----