SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 1999 __________________ CLX Energy, Inc. ___________________________________________ (Exact name of registrant as specified in its charter) Colorado 0-9392 84-0749623 ________________________ _______________ ________________ (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 518 Seventeenth Street, Suite 745, Denver, Colorado 80202 _____________________________________________________________ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (303) 825-7080 ___________________ 1776 Lincoln Street, Suite 806, Denver, Colorado 80203 _________________________________________________________ (Former name or address, if changed since last report.) ITEM 1. Change in Control of Registrant On February 2, 1999, CLX Energy, Inc. (the "Company") executed a Stock Purchase Agreement (the "Agreement") pursuant to which a change in control of the Company occurred. The Company issued an aggregate of 5,773,973 shares of its $.01 par value common stock (the "Common Stock") pursuant to the Agreement. The acquirors of the 5,773,973 shares of Common Stock own approximately 55% percent of the outstanding Common Stock of the Company as the result of that acquisition based on the 10,498,132 shares of Common Stock of the Company outstanding. The following table sets forth the names of the persons to whom the shares of Common Stock were issued, the number of shares issued to such persons, and the percentage of the outstanding shares of Common Stock represented by such shares. Percentage Outstanding Number of Shares of Name Shares Common Stock James L. Burkhart Living Trust dtd. 9-17-97 2,519,551 24.0% BKM Family Limited Partnership 839,851 8.0% B.J. Reid 839,851 8.0% D.M. Finsthwait, Trustee of the Finsthwait 1973 Trust dtd. 2-25-73 524,907 5.0% R. M. Sitton Investments, Ltd. 314,944 3.0% Mike W. Burkhart 209,963 2.0% Steven J. Williams 157,472 1.5% Clyde F. & Cheryl W. Wootton JTWROS 157,472 1.5% Gee Family Trust dtd. 12-23-92 104,981 1.0% James Keith Burkhart Living Trust dtd. 11-25-98 104,981 1.0% ______________ __________ TOTALS 5,773,973 55.0% ============== ========== The Company received a total of $275,000 cash for the issuance of the 5,773,973 shares of Common Stock and the acquirors of those shares agreed to loan to the Company, or guaranty debt of the Company for, up to $300,000 for oil and gas acquisitions during the period commencing on February 2, 1999 and ending on February 2, 2002. ITEM 5. Other Events James L. Burkhart and Robert E. Gee were appointed to the Board of Directors of the Company on January 28, 1999. ITEM 7. Financial Statements and Exhibits (c) Exhibits 10.1 Stock Purchase Agreement between the Company and James L. Burkhart, Trustee of the James L. Burkhart Living Trust. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: February 9, 1999 CLX ENERGY, INC. By:/s/E.J. Henderson ___________________________ E. J. Henderson, President