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): June 14, 2012

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 W. Sam Houston Pkwy N., 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 1.01 Entry into a Material Definitive Agreement.

On June 14, 2012, Flotek Industries, Inc. (the “Company”) and all of the holders (the “Holders”) of the Company’s outstanding Warrants to Purchase Common Stock of the Company dated August 11, 2009 (the “Warrants”) entered into an Amendment to the Warrants (the “Warrant Amendment”). Pursuant to the Warrant Amendment, the terms of the Warrants were amended to delete Section 3(a), which provided for an adjustment to the exercise price of the Warrants in the event the Company issued common stock at a consideration per share less than the exercise price of the Warrants. The Warrant Amendment also deleted a portion of Section 3(c) which required the Company to purchase the Warrants from the Holders in the event the Company entered into certain Fundamental Transactions (as defined in the Warrants). In consideration for the Warrant Amendment, the Company will pay each Holder an amendment fee in an aggregate amount equal to $0.20 multiplied by the number of Warrant Shares (as defined in the Warrants) held by each such Holder. All other terms of the Warrants will remain in full force and effect.

The description of the Warrant Amendment in this Item 1.01 is qualified in its entirety by reference to the full text of the form of Warrant Amendment, a copy of which is filed as an exhibit to this current report on Form 8-K.

Item 7.01 Regulation FD Disclosure.

On June 15, 2012, the Company issued a press release announcing the Warrant Amendment.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Form of Amendment to Warrant to Purchase Common Stock dated as of June 14, 2012.
99.1	Press Release dated June 15, 2012.

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: June 18, 2012	/s/ Jesse E. Neyman
	Jesse E. Neyman
	Executive Vice President, Finance

EXHIBIT INDEX

Exhibit Number	Description
10.1	Form of Amendment to Warrant to Purchase Common Stock dated as of June 14, 2012.
99.1	Press Release dated June 15, 2012.

EX-10.1

Exhibit 10.1

AMENDMENT TO

FLOTEK INDUSTRIES, INC.

WARRANT TO PURCHASE COMMON STOCK

THIS AMENDMENT TO FLOTEK INDUSTRIES, INC. WARRANT TO PURCHASE COMMON STOCK (the “Amendment”) is made as of June 14, 2012, by and among Flotek Industries, Inc., a Delaware corporation (the “Company”) and each of the holders party hereto (the “Holders”).

RECITALS

WHEREAS, the Company has previously issued to the Holders those certain Warrants to Purchase Common Stock dated August 11, 2009 (each a “Warrant”) pursuant to which the Company granted to each Holder the right to purchase from the Company a certain number of fully paid non-assessable shares of Common Stock of the Company, in the amounts and on the terms as set forth therein, as adjusted prior to the date hereof pursuant to the terms of the Warrants; and

WHEREAS, the Holders and the Company have agreed to amend the Warrants on the terms set forth herein in exchange for the payment by the Company to each Holder of a cash amendment fee as set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, the parties hereto agree as follows:

Section 1. Definitions.

Capitalized terms not otherwise defined in this Amendment shall have the definitions ascribed to them in the Warrant.

Section 2. Amendment to Warrants.

a) Effective upon the execution and delivery of this Amendment by a Holder, Section 3(a) of the Warrants held by such Holder shall be deleted in its entirety and replaced with the text “[Intentionally Omitted]”.

b) Effective upon the execution and delivery of this Amendment by a Holder, Section 3(c) of the Warrants held by such Holder shall be amended by deleting the following language currently contained in such Section 3(c):

Notwithstanding anything to the contrary, in the event of a Fundamental Transaction that is (1) an all cash transaction, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act, or (3) a Fundamental Transaction in which the Common Stock is converted into a security not traded on a national securities exchange, including, but not limited to, the Nasdaq

Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction, purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) if applicable, the underlying price per share used in such calculation shall be the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date.

c) Contemporaneously with its execution and delivery of this Amendment, each Holder is delivering the Warrants held by such Holder to the Company, and the Company shall promptly cause to be issued and delivered to each such Holder an amended and restated Flotek Industries, Inc. Warrant to Purchase Common Stock reflecting such amendment to Sections 3(a) and 3(c).

d) The parties acknowledge and agree that the deletion of Section 3(a) of the Warrants effected hereby shall have no effect on adjustments to the Warrants pursuant to such section prior to the effectiveness of this Amendment.

Section 3. Payment of Amendment Fee.

The Company shall pay to each Holder as consideration for the amendment to the Warrants described herein, upon such Holder’s execution and delivery of this Amendment, an amendment fee in an aggregate amount equal to $0.20 multiplied by the number of Warrant Shares issuable upon exercise of such Holder’s Warrant, which amendment fee shall be paid by wire transfer of immediately available funds to the account designated by each such Holder in writing to the Company prior to the date hereof.

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Section 4. Representations and Warranties of the Holders.

a) Title to Warrants. Each Holder, severally and not jointly, represents that it is the beneficial and record owner of the Warrants listed on such Holder’s signature page hereto, and that such Warrants are owned by such Holder free and clear of all liens, other than restrictions on transfer that may be imposed by state or federal securities laws.

b) Accredited Investor. Each Holder, severally and not jointly, represents that it is an accredited investor, as defined in Rule 501 under the Securities Act of 1933, as amended.

Section 5. Miscellaneous.

a) Jurisdiction. This Amendment shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Amendment shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.

b) Effect of Amendment. Except as expressly amended by this Amendment, the Warrants shall be and remain in full force and effect and this Amendment shall become a part of the Warrants.

c) Successors and Assigns. Subject to applicable securities laws, this Amendment and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of the Holders.

d) Amendment. This Amendment may not be modified or amended or the provisions hereof waived with respect to any Holder without the written consent of the Company and such Holder.

e) Severability. Wherever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Amendment.

f) Headings. The headings used in this Amendment are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Amendment.

g) Counterparts. This Amendment may be executed in one or more counterparts, each of which will be deemed to be an original and all of which, when taken together, will be deemed to constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

FLOTEK INDUSTRIES, INC.
By:
Name:	Jesse E. Neyman
Title:	Executive Vice President, Finance

[Signature page to Amendment to Warrant to Purchase Common Stock]

HOLDER

[Name]

Number of “Contingent Warrants”:

Number of “Exercisable Warrants”:

[Signature page to Amendment to Warrant to Purchase Common Stock]

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT: Investor Relations

(713) 849-9911

IR@flotekind.com

Flotek Industries Amends Outstanding Warrants to Simplify Accounting Presentations

HOUSTON, June 15, 2012 /PRNewswire/ — Flotek Industries, Inc. (“Flotek” or the “Company”) (NYSE: FTK) announced today an agreement with all current warrant holders (the “Holders”) to remove certain provisions that cause the Company to treat the warrants as derivative instruments (“Derivatives”) under Generally Accepted Accounting Principles (“GAAP”).

The conditions to be deleted include provisions related to the requirement of the Company to make cash payments to Holders upon certain fundamental transactions that result in a change of control. In addition, provisions related to the adjustment of the exercise price of the warrants in the case of certain actions by the Company have also been removed.

The removal of these provisions will allow Flotek to discontinue the treatment of these warrants as Derivatives for the purposes of GAAP accounting presentations. As a result, the Company will make a final fair value determination on the official date of the Amendment with any change in the fair value from the last valuation date recorded in income during the second quarter. The revalued warrant liability will be reclassified to additional-paid in capital and will no longer be adjusted to fair value. Going forward, there will be no additional fair value adjustments as the warrant will cease to be treated as Derivatives under GAAP accounting standards.

“The agreement by our warrant holders to amend their warrants to simplify our income statement presentation is another step in our quest to create clear and transparent financial statements to our stakeholders,” said John Chisholm, Chairman, President and Chief Executive Officer of Flotek. “We believe the confusion associated with our warrant accounting has caused some potential investors to eschew Flotek due to the complexity of our earnings calculations. We appreciate the support of our warrant holders in making Flotek’s accounting presentations more straightforward for all investors. This will further highlight the real earnings power of Flotek.”

In consideration for the Amendment, Flotek has paid $0.20 cash per outstanding warrant. Total consideration is approximately $335,000.

The complete Amendment will be filed on a Current Report on Form 8-K with the U.S. Securities and Exchange Commission.

About Flotek Industries, Inc.

Flotek is a global developer and distributor of a portfolio of innovative oilfield technologies, including specialty chemicals and down-hole drilling and production equipment. It serves major

and independent companies in the domestic and international oilfield service industry. Flotek Industries, Inc. is a publicly traded company headquartered in Houston, Texas, and its common shares are traded on the New York Stock Exchange under the ticker symbol “FTK.”

For additional information, please visit Flotek’s web site at www.flotekind.com.

Forward-Looking Statements:

Certain statements set forth in this Press Release constitute forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934) regarding Flotek Industries, Inc.’s business, financial condition, results of operations and prospects. Words such as expects, anticipates, intends, plans, believes, seeks, estimates and similar expressions or variations of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this Press Release.

Although forward-looking statements in this Press Release reflect the good faith judgment of management, such statements can only be based on facts and factors currently known to management. Consequently, forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, but are not limited to, demand for oil and natural gas drilling services in the areas and markets in which the Company operates, competition, obsolescence of products and services, the Company’s ability to obtain financing to support its operations, environmental and other casualty risks, and the impact of government regulation. Further information about the risks and uncertainties that may impact the Company are set forth in the Company’s most recent filings on Form 10-K (including without limitation in the “Risk Factors” Section), and in the Company’s other SEC filings and publicly available documents. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Press Release. The Company undertakes no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Press Release.

SOURCE Flotek Industries, Inc.