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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6 )*
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 persons 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. |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(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 |
CUSIP No. |
1 | NAMES OF REPORTING PERSONS Pitman Property Corp. |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(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 |
CUSIP No. |
1 | NAMES OF REPORTING PERSONS J. W. Beavers, Jr. |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(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 |
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 |
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 | 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. |
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10.3
|
Lock-Up Agreement, previously filed as Exhibit 99.4 with the Schedule 13D Statement dated
November 10, 1997. |
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10.4
|
Warrants, previously filed as Exhibit 99.5 with the Schedule 13D Statement dated November 10,
1997. |
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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. |
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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. |