As filed with the Securities and Exchange Commission on June 11, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FLOTEK INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 90-0023731 | ||||
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | ||||
5775 N. Sam Houston Parkway W., Suite 400 Houston, Texas (Address of Principal Executive Offices) | 77086 (Zip Code) | ||||
FLOTEK INDUSTRIES, INC. 2018 LONG-TERM INCENTIVE PLAN, AS AMENDED
FLOTEK INDUSTRIES, INC. 2012 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
(Full Title of the Plan)
Bond Clement
Chief Financial Officer
Flotek Industries, Inc.
5775 N. Sam Houston Parkway W., Suite 400
Houston, Texas 77086
(Name and Address of Agent for Service)
(713) 849-9911
(Telephone Number, including Area Code, of Agent for Service)
Copies to:
E. James Cowen
Porter Hedges LLP
1000 Main Street, 36th Floor
Houston, Texas 770002
(713) 226-6000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | Accelerated filer | ||||
Non-accelerated filer ☒ | Smaller reporting company ☒ Emerging growth company | ||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by Flotek Industries, Inc. (the “Company”) to register (i) an additional 500,000 shares of common stock, $0.0001 par value per share, of the Company (the “Common Stock”), for issuance pursuant to the Flotek Industries, Inc. 2018 Long-Term Incentive Plan, as amended (the “2018 Plan”), and (ii) an additional 83,333 shares of Common Stock for issuance pursuant to the Flotek Industries, Inc. 2012 Employee Stock Purchase Plan, as amended (the “ESPP”). The 2018 Plan was described in the Company’s definitive Proxy Statement for its 2024 Annual Meeting of Stockholders held on June 5, 2024 (the “2024 Meeting”). The ESPP was described in the Company’s definitive Proxy Statement for its 2022 Annual Meeting of Stockholders held on June 9, 2022 (the “2022 Meeting”). Unless noted otherwise, all references to the number of shares of Common Stock and per share information in this Registration Statement have been adjusted retroactively to reflect the 1 for 6 reverse split of the Company’s Common Stock that became effective on September 25, 2023 (the “Reverse Stock Split”).
An amendment to the 2018 Plan (the “2018 Plan Amendment”) to add an additional 500,000 shares of Common Stock to the 2018 Plan was approved by the Company’s stockholders at the 2024 Meeting. Also, as previously approved by the Compensation Committee of the Board of Directors of the Company, the 2018 Plan Amendment amends the 2018 Plan to reflect the Reverse Stock Split adjustments as required by the 2018 Plan in connection with the Reverse Stock Split, which includes changing all references to “1,000,000” shares of Common Stock to “166,667” shares of Common Stock.
An amendment to the ESPP (the “ESPP Amendment”) to add an additional 83,333 shares (or 500,000 shares prior to giving effect to the Reverse Stock Split) of Common Stock to the ESPP was approved by the Company’s stockholders at the 2022 Meeting. Also, the ESPP Amendment amends the ESPP to extend the duration of the ESPP through June 30, 2025.
The 583,333 shares of Common Stock being registered hereby are in addition to the shares of Common Stock registered by the Company’s prior Registration Statements on Form S-8 (the “Prior Registration Statements”) filed on August 29, 2012 (File No. 333-183617), June 25, 2018 (File No. 333-225865), May 24, 2019 (File No. 333-231749), May 11, 2022 (File No. 333-264865) and June 28, 2023 (File No. 333-272968). Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated by reference herein except as otherwise amended or superseded hereby. After giving effect to the additional shares of Common Stock registered under this Registration Statement and the Reverse Stock Split, the aggregate number of shares of Common Stock registered for issuance under the 2018 Plan and the ESPP will be 2,416,667 and 250,000, respectively.
Item 8. Exhibits.
Exhibit No. | Description | |||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| *5.1 | ||||||||
| *23.1 | ||||||||
| *23.2 | ||||||||
| *24.1 | ||||||||
| *107.1 | ||||||||
*Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 11, 2024.
FLOTEK INDUSTRIES, INC.
By: /s/ Ryan Ezell
Name: Ryan Ezell
Title: Chief Executive Officer
Title: Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Ryan Ezell and Bond Clement, and each of them, either of whom may act without joinder of the other, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all pre- and post-effective amendments and supplements to this registration statement, and to file the same, or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of either of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
/s/ Ryan Ezell Ryan Ezell | Chief Executive Officer and Director (Principal Executive Officer) | June 11, 2024 | ||||||||||||||||||||||||
/s/ Bond Clement Bond Clement | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | June 11, 2024 | ||||||||||||||||||||||||
/s/ Harsha V. Agadi Harsha V. Agadi | Chairman of the Board | June 11, 2024 | ||||||||||||||||||||||||
/s/ Evan R. Farber Evan R. Farber | Director | June 11, 2024 | ||||||||||||||||||||||||
/s/ Michael Fucci Michael Fucci | Director | June 11, 2024 | ||||||||||||||||||||||||
/s/ Lisa Mayr Lisa Mayr | Director | June 11, 2024 | ||||||||||||||||||||||||
/s/ Matthew D. Wilks Matthew D. Wilks | Director | June 11, 2024 | ||||||||||||||||||||||||