-----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, LyfffQSjJTUAN46dnDKNJITqjHw0D4i5zT67htZjfAHgWJV7a4LoXnTLzNElsHVd dEE7xtnJjiLXDXi0la0fLw== 0000950134-99-001477.txt : 19990308 0000950134-99-001477.hdr.sgml : 19990308 ACCESSION NUMBER: 0000950134-99-001477 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990305 GROUP MEMBERS: DAVID S HUNT GROUP MEMBERS: JW BEAVERS JR GROUP MEMBERS: PITMAN PROPERTY CORP GROUP MEMBERS: TOSI LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FLOTEK INDUSTRIES INC/CN/ CENTRAL INDEX KEY: 0000928054 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-INDUSTRIAL MACHINERY & EQUIPMENT [5084] IRS NUMBER: 120370187 FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51879 FILM NUMBER: 99557614 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: TOSI LP CENTRAL INDEX KEY: 0001049282 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752725122 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3900 THANKSGIVING TOWER STREET 2: 1601 ELM STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2148808485 MAIL ADDRESS: STREET 1: 3900 THNKASGIVING TOWER STREET 2: 1601 ELM STREET CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 AMENDMENT NO.3 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D** Under the Securities Exchange Act of 1934 (Amendment No. 3)* Flotek Industries Inc. (Name of Issuer) Common Stock, No Par Value Per Share (Title of Class of Securities) 34339C 10 4 (Cusip Number) Mr. Walter Roach 3900 Thanksgiving Tower 1601 Elm Street Dallas, Texas 75201 (214) 922-0135 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 24, 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 Rule 13d-1(b)(3) or (4), 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). **The total number of shares of Stock reported herein is 25,350,000 shares, which constitutes approximately 35.9% of the 70,680,795 shares deemed outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. Except as otherwise stated herein, all ownership percentages set forth herein assume that there are 45,680,795 shares of Stock outstanding. 2 1. Name of Reporting Person: TOSI, L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: OO - See Item 3. 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 25,000,000 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / X / 13. Percent of Class Represented by Amount in Row (11): 35.4% (2) 14. Type of Reporting Person: PN 2 3 - ------------ (1) Assumes exercise of all of the Warrants and conversion of all of the original principal amount of the Loan into shares of the Stock. See Item 6. (2) Assumes, pursuant to Rule 13d -3(d)(1)(i) under the Act, that there are 70,680,795 shares of the Stock outstanding. 3 4 1. Name of Reporting Person: Pitman Property Corp. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 25,000,000 (1)(2) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / X / 13. Percent of Class Represented by Amount in Row (11): 35.4% (3) 14. Type of Reporting Person: CO 4 5 - ------------ (1) Solely in its capacity as the sole general partner of TOSI, L.P. (2) Assumes exercise of all of the Warrants and conversion of all of the original principal amount of the Loan into shares of the Stock. See Item 6. (3) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that there are 70,680,795 shares of the Stock outstanding. 5 6 1. Name of Reporting Person: J. W. Beavers, Jr. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 25,000,000 (1)(2) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / X / 13. Percent of Class Represented by Amount in Row (11): 35.4% (3) 14. Type of Reporting Person: IN 6 7 - ------------ (1) Solely in his capacity as the President of Pitman Property Corp., which is the sole general partner of TOSI, L.P. (2) Assumes exercise of all of the Warrants and conversion of all of the original principal amount of the Loan into shares of the Stock. See Item 6. (3) Assumes, pursuant to Rule 13d-3(d)(1)(i) of the Act, that there are 70,680,795 shares of the Stock outstanding. 7 8 1. Name of Reporting Person: David S. Hunt 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: See Item 3. 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: 350,000 Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 350,000 Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 350,000 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / X / 13. Percent of Class Represented by Amount in Row (11): 0.8% 14. Type of Reporting Person: IN 8 9 Pursuant to Rule 13d-2(a) of Regulation 13D-G of the Rules and Regulations under the Securities Exchange Act of 1934, as amended, the undersigned hereby amend their Schedule 13D Statement dated November 10, 1997, as amended by Amendment No. 1 thereto dated November 9, 1998, and by Amendment No. 2 thereto dated March 2, 1999, relating to the common stock, no par value per share (the "Stock"), of Flotek Industries Inc., an Alberta corporation (the "Issuer"). The sole purpose of this Amendment No. 3 is to correct a miscalculation in the number of shares of the Stock issuable to TOSI upon exercise of the Warrants (as defined in Item 6), as adjusted, and to make conforming changes resulting therefrom. See Item 6. Item 1. SECURITY AND ISSUER. No material change. Item 2. IDENTITY AND BACKGROUND. No material change. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 hereby is amended in its entirety to read as follows: Except where a reference to Canadian currency is indicated by the use "CDN," all currency references in this Schedule 13D are to the lawful moneys of the United States of America. All references in this Schedule 13D to Canadian currency assume an exchange rate of CDN$1.40 per $1.00. The source and amount of the funds used by the Reporting Persons to purchase shares of Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS TOSI Contributions from $1,500,000(1) Partners Pitman Not Applicable Not Applicable JWB Not Applicable Not Applicable DSH (2) $ 37,500(2)
(1) Of this amount, (i) $750,000 represents the funds used to acquire the convertible promissory note evidencing the Loan (as defined in Item 6), the original principal amount of which is convertible into 12,500,000 shares of the Stock at the rate of $0.06 per share of Stock and 9 10 assumes conversion of the entire original principal amount of the Loan into shares of the Stock and (ii) $750,000 represents the funds to be used to acquire 12,500,000 shares of the Stock pursuant to exercise of the Warrants (as defined in Item 6) at an exercise price of $0.06 per share of Stock and assumes exercise of all of the Warrants. See Item 6. (2) In connection with the transactions described in Item 6, the Issuer paid DSH a finder's fee of $37,500 in the form of 350,000 shares of the Stock at a deemed price of CDN$0.15 (approximately $0.107) per share of Stock. Item 4. PURPOSE OF TRANSACTION. No material change. Item 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5(a) hereby is amended in its entirety to read as follows: (a) TOSI The aggregate number of shares of the Stock that TOSI owns beneficially, pursuant to Rule 13d-3 of the Act, is 25,000,000, which constitute approximately 35.4% of the 70,680,795 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act. Pitman Because of its position as the sole general partner of TOSI, Pitman may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of an aggregate of 25,000,000 shares of the Stock, which constitute approximately 35.4% of the 70,680,795 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act. JWB Because of his position as President and controlling person of the sole general partner of TOSI, JWB may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of an aggregate of 25,000,000 shares of the Stock, which constitute approximately 35.4% of the 70,680,795 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act. DSH Pursuant to Rule 13d-3 of the Act, DSH beneficially owns 350,000 shares of the Stock, which constitutes approximately 0.8% of the outstanding shares of the Stock. 10 11 To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock. (b) - (e) No material change. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 hereby partially is amended by deleting therefrom the following sentence in its entirety: "The effect of this provision includes, without limitation, a change in the Warrant exercise price and in the Convertible Loan Agreement conversion price from CDN$0.15 to US$0.06 per share of Stock and, accordingly, an increase in the number of shares of Stock issuable upon conversion of the original principal amount of the Loan from 7,000,000 to 12,500,000." and replacing such deleted sentence with the following sentence: "The effects of this provision include, without limitation, a change in the Warrant exercise price and in the Convertible Loan Agreement conversion price from CDN$0.15 to US$0.06 per share of Stock, an increase in the number of shares of Stock issuable upon conversion of the original principal amount of the Loan from 7,000,000 to 12,500,000, and an increase in the number of shares of Stock issuable upon exercise of the Warrants from 7,000,000 to 12,500,000." Except as set forth herein or in the Exhibits filed or to be filed herewith, there are no other contracts, arrangements, understandings or relationships with respect to the Stock owned by the Reporting Persons. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 hereby partially is amended by adding to the end thereof the following: Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii) 11 12 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: March 5, 1999 /s/ David S. Hunt David S. Hunt, individually and as attorney-in-fact for: TOSI, L.P.(1) PITMAN PROPERTY CORP.(2) J. W. BEAVERS, JR.(3) (1) A power of attorney authorizing David S. Hunt to act on behalf of TOSI, L.P. previously has been filed with the Commission. (2) A power of attorney authorizing David S. Hunt to act on behalf of Pitman Property Corp. previously has been filed with the Commission. (3) A power of attorney authorizing David S. Hunt to act on behalf of J. W. Beavers, Jr. previously has been filed with the Commission. 12 13 EXHIBIT INDEX
EXHIBIT DESCRIPTION - ------- ----------- 10.1 Convertible Loan Agreement, previously filed as Exhibit 99.2 with the Schedule 13D Statement dated November 10, 1997. 10.2 Registration Rights Agreement, previously filed as Exhibit 99.3 with the Schedule 13D Statement dated November 10, 1997. 10.3 Lock-Up Agreement, previously filed as Exhibit 99.4 with the Schedule 13D Statement dated November 10, 1997. 10.4 Warrants, previously filed as Exhibit 99.5 with the Schedule 13D Statement dated November 10, 1997. 10.5 Agreement for Extension and Amendment of Loan Agreement, Promissory Note and Warrant dated November 2, 1998, to be effective as of October 16, 1998, by and among Flotek Industries Inc., Petrovalve International, Inc., Petrovalve, Inc., Turbeco, Inc., USA Petrovalve, Inc. and TOSI, L.P., previously filed with Amendment No. 1 to the Schedule 13D Statement dated November 9, 1998. 10.6 Agreement for Second Extension and Amendment of Loan Documents dated February 24, 1999, to be effective as of January 14, 1999, by and among Flotek Industries Inc., Petrovalve International, Inc., Petrovalve, Inc., Turbeco, Inc., USA Petrovalve, Inc. and TOSI, L.P., previously filed with Amendment No. 2 to the Schedule 13D Statement dated March 2, 1999. 10.7 Intercreditor Agreement dated as of February 24, 1999, by and between Chisholm Energy Partners, L.L.C. and TOSI, L.P., previously filed with Amendment No. 2 to the Schedule 13D Statement dated March 2, 1999. 24.1 Power of Attorney of TOSI, L.P., previously filed with the Schedule 13D Statement dated November 10, 1997. 24.2 Power of Attorney of Pitman Property Corp., previously filed with the Schedule 13D Statement dated November 10, 1997. 24.3 Power of Attorney of J. W. Beavers, Jr., previously filed with the Schedule 13D Statement dated November 10, 1997. 99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith.
13 EX-99.1 2 AGREEMENT PURSUANT TO RULE 13D-1(F)(1)(III) 1 Exhibit 99.1 Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. /s/ David S. Hunt David S. Hunt, individually and as attorney-in-fact for: TOSI, L.P.(1) PITMAN PROPERTY CORP.(2) J. W. BEAVERS, JR.(3) (1) A power of attorney authorizing David S. Hunt to act on behalf of TOSI, L.P. previously has been filed with the Commission. (2) A power of attorney authorizing David S. Hunt to act on behalf of Pitman Property Corp. previously has been filed with the Commission. (3) A power of attorney authorizing David S. Hunt to act on behalf of J. W. Beavers, Jr. previously has been filed with the Commission. -----END PRIVACY-ENHANCED MESSAGE-----