SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3 )(1)
FLOTEK INDUSTRIES INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE 40.0001 PER SHARE
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(Title of Class of Securities)
343389 10 2
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(CUSIP Number)
c/o Edwin T. markham, Esq.
Saterlee Stephens Burke 7 burke LLP
230 Park Avenue, 11th Floor
New York, New York 10169
(212) 404-8733
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 31, 2001
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(Date of Event which Requires Filing of This Statement)
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(1) The remainder of this cover page shall be filled out for a reporting
person's 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 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).
If the filing person has previously filed a statement on Schedul 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1 (e), 13d-1 (f) or 13d-1 (g), check the
following box [_].
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See rule 13d-7 (b) for
other parties to whom copies are to be sent.
CUSIP No. 343389-10-2 13D Page 2 of 7 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William R. Ziegler
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
PF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 76,649 shares (including 2,083 shares issuable upon
exercise of stock options) (See Item 5(b))
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
1,666 shares (See Item 5(b))
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 76,649 shares (including 2,083 shares issuable upon
exercise of stock options) (See Item 5(b))
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
1,666 shares (See Item 5(b))
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,315 shares of Common Stock (including 2,083 shares issuable upon
exercise of stock
CUSIP No. 343389-10-2 13D Page 3 of 7 Pages
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 343389-10-2 13D Page 4 of 7 Pages
Introduction.
William R. Ziegler, the reporting person named below (the "Reporting
Person"), was a party to a joint Schedule 13D with Marlin Investors, L.L.C., a
Delaware limited liability company ("Marlin"), with respect to the securities of
the issuer, because as the sole managing member of Marlin, the Reporting Person
may be deemed to beneficially own all of the securities of the issuer owned of
record by Marlin.
As previously disclosed in an Amendment No. 2 to Schedule 13D jointly
filed by the Reporting Person and Marlin (the "Second Amendment") with the
Securities and Exchange Commission (the "Commission") on November 29, 2000,
effective as of the close of business on November 20, 2000, after giving effect
to the pro rata distribution of an aggregate of 9,333,334 shares of Common Stock
by Marlin to its members, Marlin ceased to be the beneficial owner of five (5%)
percent or more of the issued and outstanding shares of Common Stock, and
therefore ceased to be a reporting person, as such term is defined in the
regulations promulgated by the Commission pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
The Reporting Person is filing this Amendment No. 3 to Schedule 13D
(the "Third Amendment"; and together with the Initial Statement, the First
Amendment, and the Second Amendment, the "Schedule 13D") to disclose: (i) his
acquisition of shares of Common Stock upon the exercise in full of all Preferred
Stock Warrants owned by him; (ii) the change in domicile of the issuer from
Alberta, Canada to Delaware, USA, inclusive of a 120:1 reverse stock split
transaction; (iii) his conversion of all shares of Preferred Stock owned by him
into shares of Common Stock; and (iv) that effective as of the close of business
on October 31, 2001, after giving effect to the consummation of a series of
transactions involving the issuer, inclusive of various exercises of all
outstanding Preferred Stock Warrants by the holders thereof (including the
Reporting Person), the change of domicile and reverse stock split transaction,
the conversion of all outstanding shares of Preferred Stock by the holders
thereof (including the Reporting Person), and the issuance of new shares of the
issuer in connection with its merger with Chemical & Equipment Specialities,
Inc. ("CESI"), as more fully described elsewhere in this Third Amendment, the
Reporting Person ceased to be the beneficial owner of five (5%) percent or more
of the issued and outstanding shares of Common Stock, and therefore ceased to be
a reporting person, as such term is defined in the regulations promulgated by
the Commission pursuant to the Exchange Act.
Capitalized terms used in this Third Amendment without definition
shall have the respective meanings ascribed to them in the First Amendment
(which, in accordance with Rule 101 (a) (2) (ii) of Regulation S-T promulgated
by the Commission, was a restatement of the entire text of the Initial
Statement) or the Second Amendment, as the case may be. William R. Ziegler, the
reporting person named below (the "Reporting Person"), was a party to a joint
Schedule 13D with Marlin Investors, L.L.C., a Delaware limited liability company
("Marlin"), with respect to the securities of the issuer, because as the sole
managing member of Marlin, the Reporting Person may be deemed to beneficially
own all of the securities of the issuer owned of record by Marlin.
CUSIP No. 343389-10-2 13D Page 5 of 7 Pages
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Item 1. Security and Issuer.
This statement relates to the common stock, par value $0.0001 per
share (the "Common Stock") of Flotek Industries Inc., a Delaware corporation
(the "Company"), and the successor issuer to Flotek Industries Inc., a
corporation organized under the laws of the Province of Alberta, Canada (the
"Company"). The address of the principal executive offices of the Company is
7030 Empire Central Drive, Houston, Texas 77040.
________________________________________________________________________________
Item 2. Identity and Background.
The Reporting Person is a natural person and has a business address of
230 Park Avenue, 11th Floor, New York, New York 10169. The present principal
occupation or employment of the Reporting Person is as counsel to Satterlee
Stephens Burke & Burke LLP, a law firm with its principal place of business
located at 230 Park Avenue, 11th Floor, New York, New York 10169. The Reporting
Person is a United States citizen.
During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the last five years, the Reporting Person was not a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
________________________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration.
No change, except to disclose that the source and amount of funds for
the exercise in full by the Reporting Person of all Preferred Stock Warrants
owned by him was personal funds in the aggregate amount of $105,750
(approximately $0.03 per share for 3,525,034 shares of Common Stock acquired).
________________________________________________________________________________
Item 4. Purpose of Transaction.
No change, except for the disclosure of the following transactions
that took place since the filing of the Second Amendment:
On August 29, 2001, the Reporting Person acquired an aggregate of
3,525,034 shares of Common Stock upon the exercise of all Preferred Stock
Warrants owned by him.
On October 30, 2001, the Company changed its domicile from Alberta,
Canada to Delaware, USA, and effected a 120:1 reverse stock split transaction.
As part of such reverse stock split transaction, the number of shares of Common
Stock issuable upon exercise or conversion (as the case may be) of all
outstanding derivative securities (inclusive of shares of Preferred Stock and
stock options owned by the Reporting Person), and the exercise or conversion
prices therefor, were adjusted accordingly.
CUSIP No. 343389-10-2 13D Page 6 of 7 Pages
In order to induce all of the holders of Preferred Stock of the
Company (including the Reporting Person) to convert all outstanding shares of
Preferred Stock into shares of Common Stock of the Company, contemporaneously
with the consummation of the Company's proposed merger with CESI, the Company
reduced the conversion price per share to $0.027 per share, on a pre-stock split
basis (or $3.24 per share on a post-stock split basis). On October 31, 2001, the
Reporting Person converted all shares of Preferred Stock owned by him (inclusive
of all accrued but unpaid dividends thereon) into an aggregate of 37,857 shares
of Common Stock (on a post-stock split basis).
________________________________________________________________________________
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number and percentage of shares of Common Stock
beneficially owned by the Reporting Persons on the date hereof are 78,315 shares
of Common Stock (inclusive of (i) 74,566 shares of Common Stock owned of record
by the Reporting Person, (ii) 2,083 shares of Common Stock issuable upon
exercise of stock options owned by the Reporting Person and (iii) 1,666 shares
of Common Stock owned of record by Marlin, as the Reporting Person is the sole
managing member of Marlin), or approximately 1.6% of the 4,852,779 shares of
Common Stock that would have been issued and outstanding as of the date hereof
pursuant to Rule 13d-3 (d) (1) (i) of the Exchange Act (i.e., 4,850,696 shares
of Common Stock that were actually issued and outstanding as of November 13,
2001, as set forth in the Company's Form 8K dated November 13, 2001, plus an
aggregate of 2,083 shares of Common Stock issuable upon exercise of stock
options owned by the Reporting Person).
(b) The Reporting Person may be deemed to have the sole power to vote
(and to direct the vote of) and to dispose of (and direct the disposition of)
the 76,649 shares of Common Stock directly beneficially owned by him (inclusive
of the 2,083 shares of Common Stock issuable to him upon the exercise of the
stock options owned by him, in addition to the 74,566 shares of Common Stock
owned of record by him). In addition, the Reporting Person, as sole managing
member of Marlin, may be deemed to share the power to vote (and direct the vote
of) and to dispose of (and direct the disposition of) the 1,666 shares of Common
Stock owned of record by Marlin.
(c) Except for the acquisition by the Reporting Person of shares of
Common Stock upon (i) the exercise of all Preferred Stock Warrants owned by the
Reporting Person and (ii) the conversion of all shares of Preferred Stock owned
by the Reporting Person, in each case, as more fully described in Items 3 and 4
above, during the past 60 days, the Reporting Person has not effected any
transaction in the Common Stock.
(d) Except for the members of Marlin (inclusive of the Reporting
Person) who have an indirect interest in the securities of the Company owned of
record by Marlin pursuant to the terms of the LLC Agreement described in Item 6
of the First Amendment, no other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, any of the securities of the Company beneficially owned by the Reporting
Person.
(e) The Reporting Person ceased to be the beneficial owner of more
than five percent of the Common Stock on October 31, 2001.
CUSIP No. 343389-10-2 13D Page 6 of 7 Pages
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
No change.
________________________________________________________________________________
Item 7. Material to be Filed as Exhibits.
No change.
________________________________________________________________________________
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
November 13, 2001
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(Date)
/s/ WILLIAM R. ZIEGLER
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(Signature)
William R. Ziegler, Individually
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(Name/Title)
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).