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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 | |
---|---|---|---|---|---|---|---|---|
-0.03 | -0.86% | 3.47 | 3.59 | 3.38 | 3.53 | 50,350 | 21:59:33 |
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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x
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Emerging growth company
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¨
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Title of securities
to be registered
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Amount to be
registered
(1) (2)
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Proposed maximum offering price per share
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Proposed maximum aggregate offering price
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Amount of registration fee
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|||||||
Common stock, par value $0.0001 per share
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4,940,000 shares
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$
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3.265
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(3)
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$
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16,129,100
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(3)
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$
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1,954.85
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(1)
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Pursuant to Rule 416(c) 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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Flotek Industries, Inc. is filing this Registration Statement on Form S-8 to register (a) 1,000,000 shares of common stock under the Flotek Industries, Inc. 2019 Non-Employee Director Incentive Plan (the “Director Plan”); (b) 500,000 shares of common stock under the Flotek Industries, Inc. 2012 Employee Stock Purchase Plan, as amended; (c) 2,700,000 shares of common stock under the Flotek Industries, Inc. 2018 Long-Term Incentive Plan, as amended (the “LTIP”); (d) 200,000 shares of common stock that may again become available for delivery with respect to awards under the Director Plan pursuant to the share counting, share recycling, and other terms and conditions of the Director Plan; and (e) 540,000 shares of common stock that may again become available for delivery with respect to awards under the LTIP pursuant to the share counting, share recycling, and other terms and conditions of the LTIP.
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(3)
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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 May 22, 2019.
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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 Plans listed on the cover of this Registration Statement as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (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. Upon request, such documents shall be furnished to the SEC.
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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, 2018
, as filed with the SEC on
March 8, 2019
, including the information in our proxy statement that is part of our Schedule 14A filed with the SEC on
April 24, 2019
that is incorporated by reference in that annual report on Form 10-K;
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(b)
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our quarterly report on Form 10-Q for the quarter ended
March 31, 2019
, as filed with the SEC on
May 9, 2019
;
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(c)
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our current reports on Form 8-K, as filed with the SEC on
January 16, 2019
,
March 4, 2019
,
March 7, 2019
,
March 20, 2019
, and
April 16, 2019
; 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 Exchange Act, as filed with the SEC on December 26, 2007.
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Item 4.
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Description of Securities.
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Item 5.
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Interests of Named Experts and Counsel.
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Item 6.
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Indemnification of Directors and Officers.
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Item 7.
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Exemption from Registration Claimed.
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Item 8.
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Exhibits.
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Item 9.
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Undertakings.
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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to include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
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(ii)
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to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;
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(iii)
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to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
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(2)
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That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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FLOTEK INDUSTRIES, INC.
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By:
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/s/ ELIZABETH T. WILKINSON
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Elizabeth T. Wilkinson
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Chief Financial Officer
(Principal 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 Director
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May 24, 2019
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John W. Chisholm
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(Principal Executive Officer)
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/s/ ELIZABETH T. WILKINSON
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Chief Financial Officer
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May 24, 2019
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Elizabeth T. Wilkinson
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(Principal Financial Officer)
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/s/ DAVID NIERENBERG
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Chairman of the Board of Directors
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May 24, 2019
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David Nierenberg
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/s/ MICHELLE M. ADAMS
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Director
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May 24, 2019
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Michelle M. Adams
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/s/ TED D. BROWN
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Director
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May 24, 2019
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Ted D. Brown
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/s/ L. MELVIN COOPER
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Director
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May 24, 2019
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L. Melvin Cooper
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/s/ PAUL W. HOBBY
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Director
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May 24, 2019
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Paul W. Hobby
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/s/ L.V. “BUD” MCGUIRE
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Director
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May 24, 2019
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L.V. “Bud” McGuire
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1 Year Flotek Industries Chart |
1 Month Flotek Industries Chart |
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