Filed by Bowne Pure Compliance

0001362310-07-002397.txt : 20071005 0001362310-07-002397.hdr.sgml : 20071005 20071005171603 ACCESSION NUMBER: 0001362310-07-002397 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071005 DATE AS OF CHANGE: 20071005 GROUP MEMBERS: J. W. BEAVERS, JR. GROUP MEMBERS: PITMAN PROPERTY CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FLOTEK INDUSTRIES INC/CN/ CENTRAL INDEX KEY: 0000928054 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 900023731 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51879 FILM NUMBER: 071160134 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 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 c71297sc13dza.htm SCHEDULE 13D AMENDMENT NO. 6 Filed by Bowne Pure Compliance


	OMB APPROVAL
	OMB Number: 3235-0145
	Expires: February 28, 2009
	Estimated average burden hours per response...14.5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 6 )*

Flotek Industries, Inc.

(Name of Issuer)

Common Stock, Par Value $0.0001 Per Share

(Title of Class of Securities)

343389102

(CUSIP Number)

Mr. J.W. Beavers, Jr.
1601 Elm Street, Suite 3400
Dallas, Texas 75201
(214) 880-8400

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

September 24, 2007

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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).

All ownership percentages set forth herein assume that there are 18,389,978 shares of Stock outstanding.


CUSIP No.


1	NAMES OF REPORTING PERSONS TOSI, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO - See Item 3.

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		7	SOLE VOTING POWER

NUMBER OF			1,089,971 (1)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,089,971 (1)

WITH		10	SHARED DISPOSITIVE POWER

			-0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,089,971

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	5.9%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

(1) Power is exercised through its sole general partner, Pitman Property Corp.


CUSIP No.


1	NAMES OF REPORTING PERSONS Pitman Property Corp.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	Not Applicable

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		7	SOLE VOTING POWER

NUMBER OF			1,089,971 (1)(2)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,089,971 (1)(2)

WITH		10	SHARED DISPOSITIVE POWER

			-0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,089,971 (1)

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	5.9%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

(1) Solely in its capacity as the sole general partner of TOSI, L.P.

(2) Power is exercised through its President, J. W. Beavers, Jr.


CUSIP No.


1	NAMES OF REPORTING PERSONS J. W. Beavers, Jr.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	Not Applicable

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	USA

		7	SOLE VOTING POWER

NUMBER OF			1,089,971 (1)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,089,971 (1)

WITH		10	SHARED DISPOSITIVE POWER

			-0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,089,971 (1)

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	5.9%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

(1) Solely in his capacity as the President of Pitman Property Corp. in its capacity as the sole general partner of TOSI, L.P.

Pursuant to Rule 13d-2(a) of Regulation 13D 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, by Amendment No. 2 thereto dated March 2, 1999, by Amendment No. 3 thereto dated March 5, 1999, by Amendment No. 4 thereof dated October 12, 2000, and by Amendment No. 5 thereof dated July 23, 2007, relating to the common stock of Flotek Industries, Inc., a Delaware corporation.

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.

No material change.

Item 4. PURPOSE OF TRANSACTION.

No material change.

Item 5. INTEREST IN SECURITIES OF THE ISSUER.

Items 5(a) and (b) hereby are amended in their 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 1,089,971, which constitutes approximately 5.9% of the outstanding shares of the Stock.

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 1,089,971 shares of the Stock, which constitutes approximately 5.9% of the outstanding shares of the Stock.

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 1,089,971 shares of the Stock, which constitutes approximately 5.9% of the outstanding shares of the Stock.

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)

TOSI

Acting through its sole general partner, TOSI has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 1,089,971 shares of the Stock.

Pitman

In its capacity as the sole general partner of TOSI and acting through its President, Pitman has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 1,089,971 shares of the Stock.

JWB

In his capacity as the President of Pitman in its capacity as the sole general partner of TOSI, JWB has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 1,089,971 shares of the Stock.

Item 5(c) hereby partially is amended by adding at the end thereof the following:

During the past sixty (60) days, the Reporting Persons have sold shares of the Stock in transactions on the American Stock Exchange, as follows:


			NUMBER OF SHARES
REPORTING PERSON	DATE		SOLD		PRICE PER SHARE

TOSI		09-12-07		20,000	$	38.48
TOSI		09-13-07		54,000		39.28
TOSI		09-14-07		15,000		39.11
TOSI		09-17-07		30,100		40.28
TOSI		09-18-07		25,000		42.36
TOSI		09-19-07		10,000		44.84
TOSI		09-21-07		11,100		44.42
TOSI		09-24-07		36,100		46.29
TOSI		09-26-07		1,700		44.74
TOSI		09-28-07		10,523		44.22
TOSI		10-01-07		49,000		45.12
TOSI		10-02-07		64,500		46.98
TOSI		10-03-07		26,000		47.31
TOSI		10-04-07		26,500		46.86
TOSI		10-05-07		35,200		47.76

Except as set forth in this Schedule 13D, to the best of the knowledge of each of the Reporting Persons, none of the persons named in response to paragraph (a) has effected any transactions in the Stock during the past sixty (60) days.

Items 5(d) and (e)

No material change.

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPSWITH RESPECT TO SECURITIES OF THE ISSUER.

No material change.

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(k)

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: October 5, 2007


		TOSI, L.P., a Texas limited partnership

		By:		PITMAN PROPERTY CORP., a Texas corporation,
				its sole general partner


				By:		/s/ J. W. Beavers, Jr.
						J. W. Beavers, Jr., President


		PITMAN PROPERTY CORP., a Texas corporation

		By:		/s/ J. W. Beavers, Jr.
				J. W. Beavers, Jr., President


		/s/ J. W. Beavers, Jr.
		J. W. BEAVERS, JR.

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.

10.8		Form of Securities Purchase and Exchange Agreement dated as of April 30, 2000 by and among Flotek Industries Inc., TOSI, L.P. and the other signatories thereto, previously filed with Amendment No. 4 to the Schedule 13D Statement dated October 12, 2000.

10.9		Form of Warrant to Purchase Common Stock of Flotek Industries Inc. issued to TOSI, L.P., previously filed with Amendment No. 4 to the Schedule 13D Statement dated October 12, 2000.

10.10		Form of Registration Rights Agreement dated as of April 30, 2000 by and among Flotek Industries Inc., TOSI, L.P. and the other signatories thereto, previously filed with Amendment No. 4 to the Schedule 13D Statement dated October 12, 2000.

10.11		Subscription Agreement dated as of July 11, 2003 by and between TOSI, L.P., and Flotek Industries, Inc., previously filed with Amendment No. 5 to the Schedule 13D Statement dated July 23, 2007.

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(k), filed herewith.

EX-99.1 2 c71297exv99w1.htm EXHIBIT 99.1 Filed by Bowne Pure Compliance

Exhibit 99.1

Pursuant to Rule 13d-1(k) of Regulation 13D 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.


		TOSI, L.P., a Texas limited partnership

		By:		PITMAN PROPERTY CORP., a Texas corporation,
				its sole general partner


				By:		/s/ J. W. Beavers, Jr.
						J. W. Beavers, Jr., President


		PITMAN PROPERTY CORP., a Texas corporation

		By:		/s/ J. W. Beavers, Jr.
				J. W. Beavers, Jr., President


		/s/ J. W. Beavers, Jr.
		J. W. BEAVERS, JR.