-----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, UCYS9wSIimXQg5rXKw94wY3eMI7NAnDgRhnCiZV4W7AvqIZx/s0mejwx0arLNkf4 12+oCYhIMv91eU3IK5l8XQ== 0001144204-06-001152.txt : 20060111 0001144204-06-001152.hdr.sgml : 20060111 20060111132611 ACCESSION NUMBER: 0001144204-06-001152 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060106 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060111 DATE AS OF CHANGE: 20060111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLOTEK INDUSTRIES INC/CN/ CENTRAL INDEX KEY: 0000928054 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-INDUSTRIAL MACHINERY & EQUIPMENT [5084] IRS NUMBER: 900023731 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13270 FILM NUMBER: 06524286 BUSINESS ADDRESS: STREET 1: 7030 EMPIRE CENTRAL DRIVE CITY: HOUSTON STATE: TX ZIP: 77040 BUSINESS PHONE: 7138499911 MAIL ADDRESS: STREET 1: 7030 EMPIRE CENTRAL DRIVE CITY: HOUSTON STATE: TX ZIP: 77040 8-K 1 v033103_8k.htm Unassociated Document
 
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): January 6, 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))



 
ITEM 1.01.    Entry into a Material Definitive Agreement.
 
On January 6, 2006, Flotek Industries, Inc. issued a press release announcing that it has accelerated the vesting of unvested stock options previously awarded to employees, officers, and directors as of December 22, 2005.
 
ITEM 9.01.    Financial Statements and Exhibits.
 
 
        (d)        Exhibits:
 
Exhibit
Number 
 
 
Description of Exhibit
     
99.1
 
News Release dated January 6, 2006
     
 

 
 
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.
 
   
 
Date:  January 11, 2006
 
 
/s/ Lisa Bromiley Meier
 
Lisa Bromiley Meier
Chief Financial Officer


EX-99.1 2 v033103_ex99-1.htm
NEWS RELEASE
 
FLOTEK INDUSTRIES, INC.
 
FTK - AMEX
 
Houston, Texas
 
Friday, January 6, 2006
4:15 p.m. EST
 

FLOTEK INDUSTRIES, INC. ANNOUNCES ACCELERATION
OF STOCK OPTION VESTING
 
HOUSTON, January 6, 2006, FTK - On December 22, 2005, the Compensation Committee, on behalf of the Board of Directors of Flotek Industries, Inc. (the "Company") approved the acceleration of the vesting of all previously unvested stock options granted under Flotek Industries, Inc.’s 2003 & 2005 Long Term Incentive Plans (the "Plans"). The vesting acceleration represents options exercisable for a total of 313,140 shares of the Company's common stock, including a total of 175,875 shares of common stock underlying options held by the Company's executive officers. The options have exercise prices ranging from $4.25 to $9.40 per share. The closing price of the Company’s common stock on December 22, 2005 was $18.80. The acceleration of the vesting schedule of the Company's options was effected pursuant to Section 4(c)(x) of the Plans, which authorizes the Board of Directors, in its sole discretion, to substitute an accelerated vesting schedule for options granted under the Plans. In most instances, stock options granted under the Plans vested over a four-year period.
 
 
The Board of Directors imposed selling restrictions on shares received through the exercise of accelerated options. These restrictions prohibit the sale of shares purchased under accelerated options until the date on which the options would otherwise have vested under the original option grants or six months after the date on which the options would otherwise have vested under the original option grants if the employee is no longer employed by the Company .
 
 
The Board of Directors made the decision to approve the acceleration of the vesting schedule primarily to reduce the non-cash compensation expense that would have been recorded in future periods, following the effectiveness of the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 123 (Revised 2004) ("FAS 123(R)"). FAS 123(R) will require the Company to treat its unvested stock options as an expense. Pursuant to Securities and Exchange Commission amended Rule 4-01(a) of Regulation S-X, the Company is required to adopt FAS 123(R) beginning in the first fiscal quarter of 2006. As a result of the acceleration of the vesting of these stock options, the Company estimates that it will eliminate approximately $0.8 million of future non-cash compensation expense (before tax) over the period during which the stock options would have vested.
 
 
Flotek manufactures and markets innovative specialty chemicals, downhole drilling and production equipment, and manages automated bulk material handling, loading and blending facilities. It serves major and independent companies in the domestic and international oilfield service industry. For additional information, please visit Flotek’s web site at http://www.flotekind.com.
 
Statements made in this press release, including those relating to the positive direction of the Company, and increased revenue base, are forward-looking and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties, which may cause results to differ materially from those set forth in these statements. Other factors identified in the Company’s filings with the Securities and Exchange Commission could also affect the forward-looking statements contained in this press release.
 
CONTACT:
Flotek Industries, Inc.
Rosalie Melia, Corporate Secretary
713.849.9911

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