Business Context and Reporting Period
Company: Flotek Industries, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: August 21, 2012
Event: Temporary suspension of trading under the Company's Employee Benefit Plans (401(k) Plan).
Key Financial Metrics
This filing does not contain financial performance data. Revenue, profit, cash flow, margins, debt, and liquidity metrics are not reported in this document.
Material Changes
The filing reports a material administrative change regarding the Company's 401(k) Plan:
- Recordkeeper/Service Provider Change: Transitioning from ADP Retirement Services, Inc. to Merrill Lynch, Pierce, Fenner & Smith Incorporated.
- Trustee Change: Transitioning from DWS Trust Company to Bank of America, N.A.
- Trading Suspension: A "Blackout Period" is imposed during which participants cannot change contribution rates, request withdrawals, request loans, or change investment selections (including Company common stock).
Guidance, Outlook, and Risks
Blackout Period Details:
- Start Date: September 21, 2012 (at market close, 3:00 p.m. Central Time).
- Expected End Date: October 23, 2012.
Management Commentary and Compliance:
On August 24, 2012, the Company notified directors and executive officers of the Blackout Period and the associated trading restrictions on Company common stock and derivatives. This notification was issued pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Section 104 of Regulation BTR.
Contingencies: The filing does not disclose other material risks or contingencies beyond the administrative transition of the 401(k) Plan.
Investor Verification Checklist
- Verify the actual start and end dates of the Blackout Period by contacting the Corporate Secretary if they differ from the expected dates.
- Confirm the specific trading restrictions applicable to directors and executive officers during the blackout period.
- Review the attached Exhibit 99.1 for the full text of the notice sent to directors and executive officers.