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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Flotek Industries Inc | NYSE:FTK | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 3.48 | 3.52 | 3.39 | 3.46 | 24,654 | 00:00:00 |
Delaware
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90-0023731
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
|
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¨
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Accelerated filer
|
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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Title of securities
to be registered
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Amount
to be
registered
(1)
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Proposed
maximum
offering price
per share
(2)
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Proposed
maximum
aggregate
offering price
(2)
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Amount of
registration fee
|
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Common stock, par value $0.0001 per share
|
2,500,000 shares
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$15.58
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$38,950,000
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$3,922.27
|
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|||||
(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended, the number of shares of common stock registered herein includes an indeterminate number of additional shares of common stock that may be issued with respect to the securities registered hereunder to prevent dilution resulting from stock splits, stock dividends, recapitalizations or similar transactions.
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(2)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) under the Securities Act of 1933, as amended, and based upon the average of the high and low sales prices of the registrant’s common stock on The New York Stock Exchange on August 26, 2016.
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Item 1.
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Plan Information.*
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Item 2.
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Registrant Information and Employee Plan Annual Information.*
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*
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The document(s) containing the information specified in Part I of Form S-8 have been or will be sent or given to participants in the Plan as specified by Rule 428(b)(1) under the Securities Act. In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the “SEC”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated herein by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
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Item 3.
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Incorporation of Documents by Reference.
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(a)
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our annual report on Form 10-K for the fiscal year ended December 31, 2015, as filed with the SEC on January 27, 2016, including the information in our proxy statement that is part of our Schedule 14A filed with the SEC on March 23, 2016 that is incorporated by reference in that annual report on Form 10-K;
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(b)
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our quarterly reports on Form 10-Q for the quarters ended March 31, 2016 and June 30, 2016, as filed with the SEC on May 3, 2016 and July 26, 2016, respectively;
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(c)
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our current reports on Form 8-K, as filed with the SEC on January 7, 2016, January 28, 2016, April 25, 2016, May 3, 2016, and August 1, 2016; and
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(d)
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the description of our common stock, par value $0.0001 per share, contained in our Registration Statement on Form 8-A (File No. 001-13270) filed under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as filed with the SEC on December 26, 2007.
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Item 8.
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Exhibits.
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FLOTEK INDUSTRIES, INC.
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||
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By:
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/s/ ROBERT M. SCHMITZ
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Robert M. Schmitz
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Executive Vice President and Chief Financial Officer
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Signature
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Title
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Date
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/s/ JOHN W. CHISHOLM
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President, Chief Executive Officer, and Chairman of the Board
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August 31, 2016
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John W. Chisholm
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(Principal Executive Officer)
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/s/ ROBERT M. SCHMITZ
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Chief Financial Officer
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August 31, 2016
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Robert M. Schmitz
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(Principal Financial Officer and Principal Accounting Officer)
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/s/ TED D. BROWN
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Director
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August 31, 2016
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Ted D. Brown
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/s/ L. MELVIN COOPER
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Director
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August 31, 2016
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L. Melvin Cooper
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/s/ CARLA S. HARDY
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Director
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August 31, 2016
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Carla S. Hardy
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/s/ KENNETH T. HERN
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Director
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August 31, 2016
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Kenneth T. Hern
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/s/ L.V.
“
BUD” MCGUIRE
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Director
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August 31, 2016
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L.V. “Bud
”
McGuire
|
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/s/ JOHN S. REILAND
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Director
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August 31, 2016
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John S. Reiland
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Exhibit
Number |
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Description
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4.1
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Form of Certificate of Common Stock (incorporated by reference to Appendix E to the Company’s Definitive Proxy Statement filed on September 27, 2001).
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4.2
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Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q for the quarter ended September 30, 2007).
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4.3
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q for the quarter ended September 30, 2009).
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4.4
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Amended and Restated Bylaws, dated December 9, 2014 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on December 10, 2014).
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4.5
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Flotek Industries, Inc. 2014 Long-Term Incentive Plan, Amended and Restated, effective as of March 15, 2016 (incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement filed on March 23, 2016).
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5.1
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*
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Opinion of Andrews Kurth LLP regarding legality of the securities being registered by Flotek Industries, Inc.
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23.1
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*
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Consent of Hein & Associates LLP.
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23.2
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*
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Consent of Andrews Kurth LLP (included in Exhibit 5.1).
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24.1
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*
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Powers of Attorney (included on signature page to the registration statement).
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*
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Filed herewith.
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