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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 | 0 | 01:00:00 |
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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8846 N. Sam Houston Pkwy W.
Houston, Texas
(Address of Principal Executive Offices)
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77064
(Zip Code)
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Large accelerated filer ¨
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Accelerated filer x
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Non-accelerated filer ¨
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Smaller reporting company x
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Emerging growth company ¨
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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 aggregate offering price(2)
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Amount of registration fee
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Common Stock, par value $0.0001 per share
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3,000,000 shares(3)
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$3,270,000
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$424.45
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(1)
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Represents shares of common stock being registered for issuance under the Flotek Industries, Inc. Employment Inducement Plan. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also be deemed to cover any additional securities to be offered or issued in connection with the provisions of the above-referenced plan by reason of any stock splits, stock dividends, recapitalizations, or similar events or transactions.
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(2)
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Estimated pursuant to Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low sales prices per share of the Common Stock as reported by the New York Stock Exchange on June 16, 2020.
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(3)
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Represents shares of Common Stock reserved and available for issuance under the Flotek Industries, Inc. Employment Inducement Plan approved by the Board of Directors of Flotek Industries, Inc. on June 12, 2020.
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1.
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the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 6, 2020;
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2.
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the Company’s Amendment No. 1 to the Annual Report on Form 10-K/A for the fiscal year ended December 31, 2019, filed with the SEC on March 16, 2020;
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3.
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the Company’s Amendment No. 2 to the Annual Report on Form 10-K/A for the fiscal year ended December 31, 2019, filed with the SEC on June 10, 2020;
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4.
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the Company’s Definitive Proxy Statement filed with the SEC on April 3, 2020 (to the extent the information therein is incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019);
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5.
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the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed with the SEC on June 12, 2020;
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6.
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the Company’s Current Reports on Form 8-K, filed with the SEC on January 6, 2020, January 13, 2020, March 3, 2020, March 9, 2020, March 17, 2020, March 31, 2020, April 3, 2020, April 13, 2020, April 17, 2020, May 7, 2020, May 19, 2020, May 29, 2020, June 12, 2020 and June 16, 2020 (except, in each case, any information, including exhibits, furnished to the SEC pursuant Items 2.02 and 7.01); and
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7.
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the description of the Common Stock contained in the Company’s Registration Statement on Form 8-A (File No. 001-13270), filed with the SEC on December 26, 2007, including any amendment or report filed for the purpose of updating such description.
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Exhibit Number
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Description of Exhibit
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4.1
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4.2
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4.3
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4.4
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4.5
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5.1*
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23.1*
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23.2*
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24.1*
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Power of Attorney (included on signature pages)
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99.1*
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99.2*
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99.3*
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(a)
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The undersigned registrant hereby undertakes:
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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, as amended (the “Securities Act”);
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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 SEC 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; and
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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, 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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(b)
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The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement 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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(c)
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrant pursuant to the provisions described in Item 6 of this Registration Statement, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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FLOTEK INDUSTRIES, INC.
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/s/ John W. Gibson, Jr.
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Name:
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John W. Gibson, Jr.
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Title:
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President, Chief Executive Officer & Chairman of the Board
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/s/ John W. Gibson, Jr.
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President, Chief Executive Officer & Chairman of the Board
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
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June 17, 2020
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John W. Gibson, Jr.
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||
/s/ Michelle M. Adams
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Director
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June 17, 2020
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Michelle M. Adams
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/s/ Kevin W. Brown
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Director
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June 17, 2020
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Kevin W. Brown
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/s/ Ted D. Brown
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Director
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June 17, 2020
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Ted D. Brown
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/s/ Paul W. Hobby
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Director
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June 17, 2020
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Paul W. Hobby
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/s/ David Nierenberg
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Director
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June 17, 2020
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David Nierenberg
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1 Year Flotek Industries Chart |
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