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UNITED STATES
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): October 10, 2006
NEWPARK RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-2960 72-1123385
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3850 North Causeway, Suite 1770
Metairie, Louisiana 70002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (504) 838-8222
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13a-4(c))
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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On October 10, 2006, Newpark Resources, Inc. issued a press release
announcing certain restated financial information for the year ended December
31, 2005. The press release is attached to this Form 8-K as Exhibit 99.1.
The information in this Form 8-K and the exhibit attached hereto shall not
be deemed "filed" for purposes of section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act regardless of
any general incorporation by reference language in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
99.1 Press release issued by Newpark Resources, Inc. on October 10, 2006.
SIGNATURES
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.
NEWPARK RESOURCES, INC.
Dated: October 10, 2006 By: /s/ Eric M. Wingerter
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Eric M. Wingerter,
V.P. and Corporate Controller
and Acting Chief Financial Officer
(Principal Financial Officer)
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press release issued by Newpark Resources, Inc. on October 10,
2006.
Exhibit 99.1
NEWPARK RESOURCES RESTATES FINANCIAL RESULTS FOR YEARS 2003 TO 2005
ON FORM 10-K/A
2006 FIRST, SECOND AND THIRD QUARTER RESULTS TO BE FILED ON NOVEMBER 9, 2006;
CONFERENCE CALL SCHEDULED FOR NOVEMBER 13, 2006 AT 2:00 P.M. EST
METAIRIE, La., Oct. 10 /PRNewswire-FirstCall/ -- Newpark Resources, Inc.
(NYSE: NR) ("Newpark") announced today that it has filed its restated results
for the years 2003 to 2005 on Form 10-K/A, which is available on Newpark's
website at http://www.newpark.com . A summary of the net impact of the
restatement is provided later in this release. Additionally, Newpark announced
that it plans to file its 2006 first, second and third quarter results on Form
10-Q on November 9, 2006, followed by a conference call on November 13, 2006.
Paul Howes, President and Chief Executive Officer of Newpark, stated, "We
have spent the past six months dealing with our internal investigation, the
analysis and restatement of our financial results, and the analysis and decision
to shut down Newpark Environmental Water Solutions. We are now moving beyond
those challenges and are entering the next stage.
"A critical part of us positioning Newpark for sustainable earnings growth
is assembling a strong new leadership team," added Howes. "We are extremely
pleased to have attracted Jim Braun as Vice President and Chief Financial
Officer and Mark Airola as General Counsel and Chief Administrative Officer.
Additionally, we are fortunate to have three strong segment presidents running
our business, Bruce Smith of Drilling Fluids, Sean Mikaelian of Mats &
Integrated Services, and Sammy Cooper of Environmental Services. I am also
pleased that David Anderson has recently joined our Board. All bring significant
technical skills and industry experience to Newpark.
"With our executive team essentially in place, we are now addressing our
strategic and operational growth plans. We recently engaged CRA International
(Charles River Associates), a leading provider of economic and financial
expertise and management consulting services, to assist and advise us as we
evaluate our future strategies. We believe that at the end of this evaluation
process, we will emerge as a stronger and more focused company.
"I would like to personally thank all the employees, customers and
stakeholders that have supported us. We look forward to reporting on our
progress as we move forward, including the upcoming filings of our 2006
quarterly results on November 9th and the conference call on November 13th,"
concluded Howes.
FINANCIAL RESTATEMENT
Please refer to Newpark's Form 10-K/A for details of items related to the
restatement and their impact on previously reported financial statements. The
following is a summary of the net financial impact. Adjustments to previously
reported consolidated net income are as follows: an increase of $641,000 for
2005; an increase of $541,000 for 2004; a reduction of $432,000 for 2003; and a
net reduction of approximately $12.7 million for the period from 1998 through
2002. Adjustments to previously reported balance sheet figures as of December
31, 2005 are as follows: total assets were reduced by $6.6 million; total
liabilities were reduced by $2.9 million; and total stockholders' equity was
reduced by $3.7 million.
CONFERENCE CALL
Newpark has scheduled a conference call, which will be broadcast live over
the Internet, for Monday, November 13, 2006 at 2:00 p.m. Eastern Time / 1:00
p.m. Central Time. To participate in the call, dial (303) 262-2211 and ask for
the Newpark Resources conference call at least 10 minutes prior to the start
time, or access it live over the Internet at http://www.newpark.com . For those
who cannot listen to the live call, a replay will be available through November
20, 2006 and may be accessed by dialing (303) 590-3000 and using passcode
11073370#. Also, an archive of the webcast will be available shortly after the
call at http://www.newpark.com for approximately 60 days.
Newpark Resources, Inc. is a worldwide provider of drilling fluids,
environmental waste treatment solutions, and temporary worksites and access
roads for oilfield and other commercial markets. For more information, visit
our website at http://www.newpark.com .
Forward-looking Statements
This news release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act that are based on management's
current expectations, estimates and projections. All statements that address
expectations or projections about the future, including statements about
Newpark's strategy for growth, product development, market position, expected
expenditures and financial results are forward-looking statements. Some of the
forward-looking statements may be identified by words like "expects,"
"anticipates," "plans," "intends," "projects," "indicates," and similar
expressions. These statements are not guarantees of future performance and
involve a number of risks, uncertainties and assumptions. We assume no
obligation to update publicly any forward-looking statements, whether as a
result of new information, future events or otherwise, except as required by
securities laws. Many factors, including those discussed more fully elsewhere in
this release and in documents filed with the Securities and Exchange Commission
by Newpark, particularly its latest Amendment No. 2 to its Annual Report on Form
10-K/A, as well as others, could cause results to differ materially from those
stated. These factors include, but are not limited to, the results of the
internal investigation into accounting matters by Newpark's Audit Committee; the
outcome of various lawsuits in which Newpark is involved and their impact on
Newpark's operations and financial results; changes in the laws, regulations,
policies and economic conditions, including inflation, interest and foreign
currency exchange rates, of countries in which Newpark does business;
competitive pressures; successful integration of structural changes, including
restructuring plans, acquisitions, divestitures and alliances; cost of raw
materials, research and development of new products, including regulatory
approval and market acceptance; and seasonality of sales of Newpark products.
Newpark's filings with the Securities and Exchange Commission can be obtained at
no charge at http://www.sec.gov , as well as through our website at
http://www.newpark.com .
Contacts: Eric Wingerter, Acting CFO
Newpark Resources, Inc.
504-838-8222
Ken Dennard, Managing Partner
Dennard Rupp Gray & Easterly, LLC
713-529-6600
SOURCE Newpark Resources, Inc.
-0- 10/10/2006
/CONTACT: Eric Wingerter, Acting CFO of Newpark Resources, Inc.,
+1-504-838-8222; or Ken Dennard, Managing Partner of Dennard Rupp Gray &
Easterly, LLC, +1-713-529-6600, for Newpark Resources, Inc./
/Web site: http://www.newpark.com /