Flotek Industries, Inc. Announces Results of Special Meeting of Stockholders, Change to Board of Directors, Additional Executive
10 November 2009 - 10:50AM
PR Newswire (US)
- Stockholders Approve Increase in Authorized Shares, Additional
Proposals Related to Recent Preferred Equity Offering - Elects Two
Members to Board of Directors, Announces Director Resignations -
Appoints Glenn Neslony Vice President & Treasurer, Announces
Extension of Contract with John Chisholm as Interim President,
Announces Resignation of Scott Stanton as Executive Vice President,
Accounting and Reporting - Announces Extension to File Third
Quarter 10-Q and Earnings Conference Call Schedule HOUSTON, Nov. 9
/PRNewswire-FirstCall/ -- Flotek Industries, Inc. (NYSE: FTK)
("Flotek" or the "Company") today announced the results of its
Special Meeting of Stockholders. At the Special Meeting, Flotek
Stockholders approved an amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of Common
Stock to 80 million from 40 million. The Company will now file an
Amendment to its Certificate of Incorporation with the Secretary of
State of Delaware completing the process. "The approval of this
amendment to Flotek's Certificate of Incorporation is the key final
step in the preferred equity offering the Company announced in
August," said John Chisholm, Flotek's Interim President. "This, in
combination with the other actions at today's meeting, allows
Flotek to issue shares that were contingent on stockholder
approval, pay dividends on the recently issued preferred shares and
take other actions necessary to satisfy the requirements of the
August offering. It also eliminates provisions whereby investors
could have required the Company to repurchase the preferred stock
issued in the offering, thereby eliminating a contingent liability
to Flotek. We appreciate the support of the Company's shareholders
as we continue to work to position the company for future success."
In addition to approval of the amendment to the Company's
Certificate of Incorporation, stockholders also approved the
Company's ability to pay dividends in the future on its preferred
stock by issuing shares of the Company's common stock, the
anti-dilution price protection provisions contained in the warrants
issued in the August private placement and the contingent warrants
issued by the Company in the August private placement. A complete
description of the items stockholders approved at today's meeting
can be found in the formal proxy announcing the meeting filed with
the Securities and Exchange Commission. Election of New Members to
the Board of Directors, Resignation of Directors Flotek also
announced today that Kenneth T. Hern and John Reiland have been
appointed to the Company's Board of Directors. Mr. Hern brings over
three decades of oil and gas experience to the Flotek Board. Mr.
Hern retired from Texaco, Inc. in 1994 after 25 years of service.
During his tenure he served as President of Texaco Brazil, Vice
Chairman and Managing Director of Texaco Nigeria Limited and as
President of Texaco's Saudi Arabian business unit. He currently
serves as Chairman and CEO of Nova Biosource Fuels, Inc. Nova is
currently in reorganization pursuant to Chapter 11 of the federal
bankruptcy statutes. Mr. Reiland, a Certified Public Accountant, is
currently the Chief Financial Officer of SingerLewak, a leading
accounting services firm headquartered in Los Angeles. Mr. Reiland
has significant experience in corporate leadership and finance
including the Chief Executive Officer, Chief Financial Officer and
Chief Accounting Officer roles. Mr. Reiland has focused a
significant portion of his professional practice in the area of
turnaround and restructuring work including having served as the
Chief Executive Officer and Chief Restructuring Officer for Ronco
Corporation and Chief Financial Officer of US Dataworks, Inc. He
has served on the Boards of both Companies as well as on the Board
of Directors and as Chair of the Audit Committee for Nova Biosource
Fuels, Inc. Mr. Reiland also served as Chief Financial Officer of
NEON Systems, Inc. from 1996 - 2000 including leading its
successful IPO in 1999. "We welcome both Mr. Hern and Mr. Reiland
to Flotek's Board of Directors and look forward to working with
them as we continue our work to rebuild Flotek," said Flotek
Chairman Jerry D. Dumas, Sr. "Mr. Hern's experience in the oilfield
and his executive acumen will be a valued asset to the Board of
Directors. Mr. Reiland brings a wealth of practical accounting and
finance experience to the Flotek Board, which will be invaluable as
we continue to navigate challenging times and reposition the
Company for future growth." Flotek's Board of Directors also
elected Mr. Reiland to serve as the Chair of the Company's Audit
Committee. On November 5, 2009 Mr. Kevin McMahon and Mr. Barry
Stewart submitted their resignations, effective immediately, as
members of the Company's Board of Directors. As a result of the
timing of these resignations and the subsequent appointments, the
Company was temporarily in technical default of continued New York
Stock Exchange listing requirements requiring a minimum of three
independent directors to serve on the Company's Audit Committee.
The appointment of new directors and reconstitution of the Audit
Committee has cured this default without any effect on the
Company's New York Stock Exchange listing. Flotek Continues
Executive Reorganization Focusing on the "Right People in the Right
Leadership Positions" The Company also announced today that the
Board of Directors has appointed Glenn Neslony, CPA to the position
of Vice President and Treasurer of the Company. Mr. Neslony, a
Certified Public Accountant, has been employed by Flotek for the
past four years in the accounting group, most recently as Director
of SEC Reporting. Mr. Neslony will be responsible for overseeing
the accounting and reporting responsibilities of the Company.
"Glenn has been an integral part Flotek's accounting and finance
group for the past four years and this promotion and increased
responsibilities reflect on his hard work, contributions and
dedication to Flotek and its stockholders," added Mr. Chisholm. "We
continue to work to put the right people in the right leadership
positions to make Flotek successful in the future." On November 5,
2009, Scott Stanton resigned as Executive Vice President of
Accounting and Reporting, effective immediately. Flotek also
announced that the Board of Directors has unanimously agreed to
extend the contract of John Chisholm as Interim President until the
earlier of June 30, 2010 or until the 2010 Annual Meeting of
Stockholders. "John has made significant strides in stabilizing
Flotek and positioning the company to benefit from an improvement
in the oilfield cycle," said Mr. Dumas. "We appreciate John's
willingness to serve and look forward to working with him in the
coming months." The Board continues to develop a plan to identify a
permanent President and Chief Executive. Third Quarter Earnings
Reporting and Conference Call Schedule Flotek also announced today
that it will not file its third quarter Form 10-Q today, and will
file a Form 12b-25 with the Securities and Exchange Commission. The
Company expects to file its Form 10-Q on or before Monday, November
16, 2009, and plans to report its financial and operational results
for the third quarter on Monday, November 16, 2009 and hold a
conference call before the market opens. Details of the conference
call will be provided in a separate release prior to the call.
About Flotek Industries, Inc. Flotek is a global developer and
distributor of innovative specialty chemicals and down-hole
drilling and production equipment. Flotek manages automated bulk
material handling, loading and blending facilities. It serves major
and independent companies in the domestic and international
oilfield service industry. Flotek Industries, Inc. is a publicly
traded company headquartered in Houston, Texas, and its common
shares are traded on the New York Stock Exchange under the ticker
symbol "FTK." For additional information, please visit Flotek's web
site at http://www.flotekind.com/. Forward-Looking Statements:
Certain statements set forth in this Press Release constitute
forward-looking statements (within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934) regarding Flotek Industries, Inc.'s business,
financial condition, results of operations and prospects. Words
such as expects, anticipates, intends, plans, believes, seeks,
estimates and similar expressions or variations of such words are
intended to identify forward-looking statements, but are not the
exclusive means of identifying forward-looking statements in this
Press Release. Although forward-looking statements in this Press
Release reflect the good faith judgment of management, such
statements can only be based on facts and factors currently known
to management. Consequently, forward-looking statements are
inherently subject to risks and uncertainties, and actual results
and outcomes may differ materially from the results and outcomes
discussed in the forward-looking statements. Factors that could
cause or contribute to such differences in results and outcomes
include, but are not limited to, demand for oil and natural gas
drilling services in the areas and markets in which the Company
operates, competition, obsolescence of products and services, the
Company's ability to obtain financing to support its operations,
environmental and other casualty risks, and the impact of
government regulation. Further information about the risks and
uncertainties that may impact the Company are set forth in the
Company's most recent filings on Form 10-K (including without
limitation in the "Risk Factors" Section) and Form 10-Q, and in the
Company's other SEC filings and publicly available documents.
Readers are urged not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
Press Release. The Company undertakes no obligation to revise or
update any forward-looking statements in order to reflect any event
or circumstance that may arise after the date of this Press
Release. DATASOURCE: Flotek Industries, Inc. CONTACT: Flotek
Industries, Inc., +1-713-849-9911 Web Site:
http://www.flotekind.com/
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