8-K

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): February 14, 2008

Flotek Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-13270	90-0023731
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2930 West Sam Houston Parkway North, Suite 300 Houston, Texas	77043
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (713) 849-9911

NOT APPLICABLE

(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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

As previously announced, Flotek Industries, Inc. (the “Company”) entered into an underwriting agreement (the “Notes Underwriting Agreement”) with the subsidiary guarantors named therein (the “Guarantors”) and Bear, Stearns & Co. Inc. (the “Underwriter”). The Notes Underwriting Agreement relates to the issuance and sale (the “Notes Offering”) of $115.0 million aggregate principle amount of the Company’s 5.25% Convertible Senior Notes due 2028 (the “Notes”).

Andrews Kurth LLP, counsel to the Company, has delivered opinions to the Company, regarding the legality of the Common Stock issuable upon conversion of the Notes and certain tax matters relating to the Notes. Copies of the opinions are filed as Exhibits 5.5 and 8.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
5.5	Opinion of Andrews Kurth LLP (relating to the legality of the Common Stock issuable upon conversion of the Notes).
8.1	Opinion of Andrews Kurth LLP (relating to certain tax matters).

SIGNATURES

Pursuant to the requirements of the Securities 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.
Date: February 14, 2008	/s/ Lisa G. Meier
	Lisa G. Meier
	Chief Financial Officer & Senior Vice President

EXHIBIT INDEX

Exhibit Number	Description
5.5	Opinion of Andrews Kurth LLP (relating to the legality of the Common Stock issuable upon conversion of the Notes).
8.1	Opinion of Andrews Kurth LLP (relating to certain tax matters).

EX-5.5

EXHIBIT 5.5

600 Travis, Suite 4200 Houston, Texas 77002
713.220.4200 Phone 713.220.4285 Fax andrewskurth.com Austin Beijing Dallas Houston London Los Angeles New York The Woodlands Washington, DC

February 14, 2008

Flotek Industries, Inc.

2930 West Sam Houston Parkway North, Suite 300

Houston, Texas 77043

Re: Flotek Industries, Inc. – Common Stock issuable upon conversion of $115,000,000 aggregate principal amount of its 5.25% Convertible Senior Notes due 2028

Ladies and Gentlemen:

We have acted as special counsel to Flotek Industries, Inc., a Delaware corporation (the “Company”), in connection with the public offering of $115,000,000 principal amount of 5.25% Convertible Senior Notes due 2028 (the “Notes”) issued by the Company pursuant to the Registration Statement on Form S-3 (Commission File No. 333-148384), as amended (the “Registration Statement”), and the final Prospectus dated February 11, 2008 filed pursuant to Rule 424(b) with the Securities and Exchange Commission, relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offering and sale by the Company of the Notes and the shares of the Company’s common stock, par value $.0001 per share, issuable upon conversion of the Notes (such shares, the “Common Stock”). The Notes are being issued under an Indenture, dated as of February 14, 2008, among the Company, the guarantors and the trustee thereunder, as amended and supplemented by the First Supplemental Indenture thereto, dated as of February 14, 2008, among the Company, the guarantors and the trustee thereunder (as so amended and supplemented, the “Indenture”).

As the basis for the opinion hereinafter expressed, we have examined such statutes, including the Delaware General Corporation Law (the “DGCL”), regulations, corporate records and documents, certificates of corporate and public officials, and other instruments and documents as we have deemed necessary or advisable for the purposes of this opinion. In making our examination, we have assumed that all signatures on documents examined by us are genuine, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as certified, conformed or photostatic copies.

Based on the foregoing and on such legal considerations as we deem relevant, we are of the opinion that the Common Stock, when issued and delivered by the Company upon conversion of the Notes in accordance with the terms of the Notes and the Indenture at

Flotek Industries, Inc.

February 14, 2008

Page 2

conversion prices at or in excess of the par value per share of Common Stock, will be duly authorized, validly issued, fully paid and nonassessable.

We express no opinion other than as to the federal laws of the United States of America and the DGCL (including the statutory provisions, all applicable provisions of the Delaware constitution and reported judicial decisions interpreting the foregoing). We hereby consent to the reference to us under the heading “Legal Matters” in the prospectus forming a part of the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission issued thereunder.

Very truly yours,

/s/ ANDREWS KURTH LLP

EX-8.1

EXHIBIT 8.1

600 Travis, Suite 4200 Houston, Texas 77002 713.220.4200 Phone 713.220.4285 Fax andrewskurth.com

February 14, 2008

Flotek Industries, Inc.

2930 West Sam Houston Parkway North, Suite 300

Houston, Texas 77043

Re: Flotek Industries, Inc. – Offering of $115,000,000 aggregate principal amount of its 5.25% Convertible Senior Notes due 2028

Ladies and Gentlemen:

We have acted as special counsel to Flotek Industries, Inc., a Delaware corporation (the “Company”), in connection with the offering (the “Offering”) and registration under the Securities Act of 1933, as amended (the “Securities Act”) of $115,000,000 principal amount of 5.25% Convertible Senior Notes due 2028 (the “Notes”) issued by the Company under the Registration Statement on Form S-3 filed with the Securities and Exchange Commission by the Partnership (File No. 333-148384, the “Registration Statement”) and the final prospectus supplement relating to the Notes dated February 11, 2008 (the “Prospectus Supplement”). In connection therewith, we have participated in the preparation of the discussion set forth under the heading “U.S. Federal Income Tax Considerations” (the “Discussion”) in the Prospectus Supplement.

In arriving at the opinion expressed below, we have examined the Registration Statement, including the Prospectus Supplement and the documents incorporated by reference therein, and we have made such investigations of law as we have deemed appropriate as a basis for the opinion expressed below. As to any facts material to the opinion expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers, trustees, and other representatives of the Company and others.

Subject to the qualifications and assumptions stated in the Prospectus Supplement and the limitations and qualifications set forth herein, we are of the opinion that the description of United Stated federal income tax considerations stated in the Discussion is accurate and complete in all material respects to the extent that it constitutes matters of law or legal conclusions.

Flotek Industries, Inc.

February 14, 2008

Page 2

This opinion letter is limited to the matters set forth herein, and no opinions are intended to be implied or may be inferred beyond those expressly stated herein. Our opinion is rendered as of the date hereof and we assume no obligation to update or supplement this opinion or any matter related to this opinion to reflect any change of fact, circumstances, or law after the date hereof. In addition, our opinion is based on the assumption that the matter will be properly presented to the applicable court.

Furthermore, our opinion is not binding on the Internal Revenue Service or a court. In addition, we must note that our opinion represents merely our best legal judgment on the matters presented and that others may disagree with our conclusion. There can be no assurance that the Internal Revenue Service will not take a contrary position or that a court would agree with our opinion if litigated.

We hereby consent to the filing of this opinion on Form 8-K and to its incorporation by reference as an exhibit to the Registration Statement and to the references to our firm in the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not admit that we are “experts” under the Securities Act, or under the rules and regulations of the Securities and Exchange Commission relating thereto, with respect to any part of the Registration Statement.

Very truly yours,

/s/ ANDREWS KURTH LLP