-----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, T6igHSipbK89usn+afCm2wDUEjE2rzfUortVYsoyNM6AQXkctV7jqMCtszEk8Ccf 77t/phQA+BNzr3BAZbkc6Q== /in/edgar/work/20000908/0000950117-00-002119/0000950117-00-002119.txt : 20000922 0000950117-00-002119.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950117-00-002119 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000908 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FLOTEK INDUSTRIES INC/CN/ CENTRAL INDEX KEY: 0000928054 STANDARD INDUSTRIAL CLASSIFICATION: [5084 ] IRS NUMBER: 770709256 FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51879 FILM NUMBER: 719534 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DICKINSON CHARLES A JR CENTRAL INDEX KEY: 0001123445 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 44 CRESCENT AVENUE CITY: WALDWICK STATE: NJ ZIP: 07463 BUSINESS PHONE: 2014440704 SC 13D/A 1 0001.txt CHARLES A. DICKINSON, JR. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)1 Flotek Industries Inc. - -------------------------------------------------------------------------------- (Name of issuer) Common Stock, no par value - -------------------------------------------------------------------------------- (Title of class of securities) 34339C 10 4 - -------------------------------------------------------------------------------- (CUSIP Number) c/o Edwin T. Markham, Esq. Satterlee Stephens Burke & Burke LLP 230 Park Avenue, 11th Floor New York, New York 10169; (212) 404-8733 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) August 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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (e), 13d-1 (f) or 13d-1 (g), check the following box |_|. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 (b) for other parties to whom copies are to be sent. (Continued on following pages) - -------- 1 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 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). Page 1 of 6 Pages CUSIP No. 34339C 10 4 13D Page 2 of 6 Pages NAME OF REPORTING PERSONS 1 S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Charles A. Dickinson, Jr. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| 2 (b) |_| 3 SEC USE ONLY SOURCE OF FUNDS* 4 PF; OO (See Item 3 of Initial Statement) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 5 TO ITEM 2(d) OR 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER SHARES 2,333,333 shares (See Item 5(b)) BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 125,500 shares (See Item 5(b)) REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 2,333,333 shares (See Item 5(b)) 10 SHARED DISPOSITIVE POWER 125,500 shares (See Item 5(b)) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,458,833 shares of Common Stock (See Item 5 (a)) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 12 CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% (See Item 5(a)) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! AMENDMENT NO. 1 TO SCHEDULE 13D Introduction. The Reporting Person named in Item 2 below filed an initial statement, on Schedule 13D, with the Securities and Exchange Commission (the "Commission") on November 10, 1997 (the "Initial Statement") to disclose his acquisition of securities of the issuer. The Reporting Person named in Item 2 below is filing this Amendment No. 1 to Schedule 13D (the "Amendment"; and together with the Initial Statement, the "Schedule 13D") to disclose: (i) the sale of an aggregate of 1,025,000 shares of Common Stock over the past few months; and (ii) that effective as of the close of business on August 7, 2000, after giving effect to the sale of an aggregate of 125,000 shares of Common Stock, all as more fully described in Item 5 below, the Reporting Person ceased to be the beneficial owner of five (5%) percent or more of the issued and outstanding any shares of Common Stock, and therefore ceased to be a reporting person, as such term is defined in the regulations promulgated by the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Capitalized terms used in this Amendment without definition shall have the respective meanings ascribed to them in the Initial Statement. Item 1. Security and Issuer. No change. Item 2. Identity and Background. No change. Item 3. Source and Amount of Funds or Other Consideration. No change. Item 4. Purpose of Transaction. No change from the disclosures set forth in Item 4 of the Initial Statement, except to report: (i) that the Warrants issued to the Reporting Person to purchase an aggregate of 2,333,333 shares of Common Stock expired unexercised in accordance with their terms on September 14, 1999; and (ii) the sale of an aggregate of 1,025,000 shares of Common Stock over the past few months (See Item 5 (c) below). Item 5. Interest in Securities of the Issuer. (a) The aggregate number and percentage of shares of Common Stock beneficially owned by the Reporting Person are as follows: Page 3 of 6 Pages The aggregate number and percentage of the Common Stock which are owned beneficially by the Reporting Person on the date hereof are 2,458,833 shares of Common Stock, or approximately 4.9% of the 50,243,295 shares of Common Stock that were issued and outstanding on May 31, 2000, as set forth in the issuer's Form 10QSB that was filed with the Commission on July 24, 2000. Elizabeth Thomas Dickinson, the wife of the Reporting Person, may be deemed to share with the Reporting Person the beneficial ownership of 125,500 of these shares of Common Stock. (b) With respect to each person named in response to paragraph (a) of this Item 5 of Schedule 13D, set forth below are the number of shares of Common Stock as to which there is sole power to vote or to direct the vote, shared power to vote or direct the vote, and sole or shared power to dispose or direct the disposition: The Reporting Person may be deemed to have the sole power to vote (and to direct the vote of) and to dispose of (and direct the disposition of) the 2,333,333 shares of Common Stock owned of record by him and to share with his wife, Elizabeth Thomas Dickinson, the power to vote (and to direct the vote of) and to dispose of (and direct the disposition of) the 125,500 shares of Common Stock that are owned of record by the Reporting Person and his wife, as joint owners. (c) Except for the sale of an aggregate of 1,025,000 shares of Common Stock by the Reporting Person and his wife, as joint owners, during the period February 25, 2000 through August 7, 2000, as more fully set forth below, during the past 60 days, the Reporting Person has not effected any transaction in the Common Stock. Set forth below is a list of all transactions in the voting securities of the Company that were effected by the Reporting Person since the date of the filing of the Initial Statement:
Date of Amount of Price Where and How Transaction Securities Sold Per Share Transaction Effected ----------- --------------- --------- -------------------- 02/25/00 50,000 $0.210 Nasdaq Open Market Sale 03/16/00 25,000 $0.210 Nasdaq Open Market Sale 03/21/00 75,000 $0.200 Nasdaq Open Market Sale 03/23/00 50,000 $0.240 Nasdaq Open Market Sale 03/28/00 50,000 $0.230 Nasdaq Open Market Sale 05/26/00 10,000 $0.120 Nasdaq Open Market Sale 05/30/00 80,000 $0.120 Nasdaq Open Market Sale 05/30/00 30,000 $0.130 Nasdaq Open Market Sale 06/02/00 75,000 $0.125 Nasdaq Open Market Sale 06/06/00 20,000 $0.130 Nasdaq Open Market Sale 06/23/00 40,000 $0.110 Nasdaq Open Market Sale 06/26/00 100,000 $0.110 Nasdaq Open Market Sale 06/29/00 50,000 $0.100 Nasdaq Open Market Sale 07/07/00 15,000 $0.090 Nasdaq Open Market Sale 07/20/00 35,000 $0.080 Nasdaq Open Market Sale 08/01/00 15,000 $0.070 Nasdaq Open Market Sale
Page 4 of 6 Pages 08/03/00 20,000 $0.060 Nasdaq Open Market Sale 08/03/00 160,000 $0.050 Nasdaq Open Market Sale 08/07/00 125,000 $0.045 Nasdaq Open Market Sale
(d) Elizabeth Thomas Dickinson, the wife of the Reporting Person, as the joint owner of 125,500 of the shares of Common Stock presently beneficially owned by the Reporting Person, shares with the Reporting Person the right to receive and/or the power to direct the receipt of dividends from, and/or the proceeds from the sale of, such shares. Except for Mrs. Dickinson, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Company owned by the Reporting Person. (e) The Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock on August 7, 2000, after giving effect to the sale of an aggregate of 125,000 shares of Common Stock on such date. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. No change from the disclosures set forth in Item 6 of the Initial Statement, except to report that the Warrants issued to the Reporting Person to purchase an aggregate of 2,333,333 shares of Common Stock expired unexercised in accordance with their terms on September 14, 1999. Item 7. Material to be Filed as Exhibits. No change. Page 5 of 6 Pages SIGNATURE After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned hereby certifies that the information set forth in this amended statement is true, complete and correct. Dated: September 7, 2000 /s/ CHARLES A. DICKINSON, JR. ----------------------------- Charles A. Dickinson, Jr. Page 6 of 6 Pages -----END PRIVACY-ENHANCED MESSAGE-----