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): | June 13, 2007 |
Newpark Resources Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Texas | 001-02960 | 72-1123385 |
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_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 2700 Research Forest Drive, Suite 100, The Woodlands, Texas | 77381 | |
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_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 281-362-6800 |
Not Applicable
______________________________________________
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 240.13e-4(c))
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.
On June 13, 2007, the Board of Directors of Newpark Resources, Inc. (the "Company") adopted a new Code of Ethics for Senior Officers and Directors that applies to the Company’s chief executive officer, chief financial officer, principal accounting officer and other senior officers (collectively, the "Officers"), and to members of the Board of Directors. The new Code of Ethics for Senior Officers and Directors replaces the former Code of Ethics for Directors, Officers and Employees. A principal change in the new Code of Ethics for Senior Officers and Directors is that it is not applicable to all of the Company’s employees as was the former Code of Ethics for Directors, Officers and Employees. The Company has adopted a Corporate Compliance and Business Ethics Manual which is applicable to all employees. Additional changes were made to reflect changes in best practices or our updated policies. The New Code of Ethics for Senior Officers and Directors sets forth the policies as they are applica
ble to the directors of the Company. With respect to the Officers, the new Code of Ethics for Senior Officers and Directors supplements, but does not replace, the Company’s Corporate Compliance and Business Ethics Manual.
The Code of Ethics for Senior Officers and Directors will be posted on the Company’s web site at www.newpark.com. A copy of the new Code of Ethics for Senior Officers and Directors is attached as Exhibit 14.1 to this Current Report on Form 8 K and incorporated herein. The foregoing description of the Code of Ethics for Senior Officers and Directors does not purport to be complete and is qualified in its entirety by reference to Exhibit 14.1.
Item 8.01 Other Events.
On June 14, 2007, the Company issued a press release announcing that the Board of Directors had elected Jerry W. Box as the Company’s non-executive Chairman of the Board of Directors after the election of the Company’s directors at the Company’s 2007 Annual Meeting of Stockholders. The Company also announced the results of the items acted upon by the Company’s stockholders at the 2007 Annual Meeting of Stockholders. A copy of the Company’s press release is attached hereto as Exhibit 99.1. The press release is incorporated by reference herein, and the foregoing description of the press release is qualified in its entirety by reference to the attached exhibit.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
14.1 Code of Ethics for Senior Officers and Directors
99.1 Press Release dated June 14, 2007
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. | ||||
| June 19, 2007 | By: |
James E. Braun
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| Name: James E. Braun | ||||
| Title: Vice President and Chief Financial Officer | ||||
Exhibit Index
| Exhibit No. | Description | |
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14.1
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Code of Ethics for Senior Officers and Directors | |
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99.1
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Press Release dated June 14, 2007 |
EXHIBIT 14.1
NEWPARK RESOURCES, INC.
CODE OF ETHICS FOR
SENIOR OFFICERS AND DIRECTORS
This Code of Ethics (“Code”) applies to the Newpark Resources, Inc. (“Company”) Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and the other senior officers of the Company (collectively, the “Officers”), and to members of the Board of Directors of the Company (the “Directors”).
This Code supplements the Company’s Corporate Compliance and Business Ethics Manual.
The Company has adopted a Corporate Compliance and Business Ethics Manual (the “Ethics Manual”) applicable to all employees of the Company including the Officers. The Officers are bound by the provisions set forth in the Ethics Manual relating to, among other topics, ethical business conduct, conflicts of interest, and compliance with law. The provisions of this Code set forth the policies and procedures as they apply to the Directors and supplement, but do not replace, the policies and procedures set forth in the Ethics Manual that apply to the Officers. However, in the event that any policy or procedure of the Company conflicts with the Code, you must comply with the Code.
The Code is subject to all applicable law.
Nothing in this Code is intended to require any action contrary to law. In the event that the Code conflicts with any law, you must comply with the law. Nothing in the Code is intended or will be considered (1) to amend the charter or bylaws, as may be amended and restated from time to time, of the Company, (2) to change the legal duties imposed upon officers or directors under state, federal and other applicable statutes, rules and regulations, (3) to expand the liabilities of officers or directors beyond applicable law, or (4) to affect any rights available to officers under state and other applicable law or the Company’s charter and bylaws.
The Code may be amended, modified or waived from time to time.
This Code may be amended, modified or waived by the Board of Directors of the Company. Waivers may also be granted by a committee of the Board of Directors. Any amendments, modifications or waivers of the Code will be promptly disclosed in accordance with applicable securities laws and the applicable rules of the New York Stock Exchange. This disclosure requirement also applies to any de facto waiver, where an Officer or Director violates the Code, but is not subjected to any internal sanctions.
You should consult the appropriate persons if you have any questions about the Code.
Any questions regarding the Code should be directed to the General Counsel or the Board of Directors of the Company.
| 1. | Honest and Ethical Conduct |
Each Officer and Director must demonstrate honest and ethical dealing in fulfilling his or her duties, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships in accordance with Company policies.
| 2. | Conflicts of Interest |
The Company’s Officers and Directors, and members of their immediate families, must avoid activities, associations and personal or family interests that conflict, or appear to conflict, with the interests of the Company as a whole.
A “conflict of interest” occurs when an individual’s real or perceived private interest interferes in any way with the interests of the Company. A conflict of interest can arise when:
| • | an Officer or Director takes actions or has interests that may make it difficult for such individual to perform his or her work or responsibilities on behalf of the Company objectively and effectively; |
| • | an Officer or Director, or a member of his or her family, receives improper personal benefits as a result of his or her position with the Company; or |
| • | the Officer or Director has other duties, loyalties, responsibilities or obligations that are, or may be viewed as being, inconsistent with the Company. |
Conflicts of interest can arise when an individual’s position or responsibilities with the Company present an opportunity for gain apart from his or her normal compensation received from the Company. They can also arise when an individual’s personal or family interests are, or may be viewed as being, inconsistent with those of the Company and therefore as creating conflicting loyalties. Such conflicting loyalties can cause an Officer or Director to give preference to such personal interests, either internally or externally, in situations where Company responsibilities come first.
Conflicts of interest are prohibited as a matter of Company policy. Each Officer and Director should manage his or her personal or business affairs to avoid conflicts of interest or even the appearance of a conflict of interest. Conflicts of interest may not always be easily recognized or identified. While the following will provide certain examples, if a question arises, an Officer or Director should consult with the General Counsel.
| • | No Officer may work, including as a consultant or a board member, simultaneously for the Company and any competitor, customer or supplier of the Company. Officers are encouraged to avoid any direct or indirect business connections with the Company’s competitors, customers or suppliers, except on behalf of the Company. |
| • | An Officer and Director should not handle any transaction that is or could be viewed as a conflict of interest because of a material connection with the individual or company involved. Personal interests that might affect, directly or indirectly, the proper exercise of judgment should be avoided. |
| • | No Officer or Director should participate in a business decision with respect to an entity that is a material competitor of the Company in which his or her family member is an employee or has a significant financial interest. |
| • | Officers and Directors and their family members are prohibited from accepting any personal loans from the Company or allowing the Company to guarantee any of their personal obligations, except as may be permitted and accurately disclosed under applicable law. |
An Officer or Director must disclose to the Company any conflicts of interest, including any material transaction or relationship involving a potential conflict of interest, in accordance with any procedures adopted by the Company. In the absence of any formal procedures, an Officer or Director should communicate directly to the General Counsel, the Audit Committee, or the Board of Directors if the Officer or Director becomes aware of a conflict of interest or a potential conflict.
| 3. | Corporate Opportunities |
No Officer or Director shall take personal advantage or obtain personal gain from an opportunity learned of or discovered during the course and scope of his or her employment or relationship with the Company when that opportunity or discovery could be of benefit or interest to the Company. Any such opportunity or discovery shall first be presented to the Company before being pursued in an individual capacity. Likewise, no Officer or Director should use Company property, information or position for personal gain.
| 4. | Confidential Information |
In carrying out the Company’s business, Officers and Directors will obtain confidential information about the Company, its customers, operations, business prospects and opportunities. All Officers and Directors must maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized or legally mandated. Confidential or proprietary information includes, among other things, any non-public information concerning the Company, including its businesses, financial performance, results or prospects, and any non-public information provided by a third party with the expectation that the information will be kept confidential and used solely for the business purpose for which it was conveyed. No Officer or Director may use any confidential or proprietary information of the Company to further his or her personal interests, to make a personal profit or for any other personal purpose.
| 5. | Fair Dealing |
The Company, its Officers and Directors are expected to conduct their affairs with each other and with clients, vendors and other third parties with honesty and integrity and without taking unfair advantage of anyone through manipulation, abuse of privileged information, misrepresentation or any other practice of unfair dealing.
| 6. | Full and Accurate Disclosure |
It is of critical importance that the Company’s public filings and disclosures be accurate and timely. Each Officer is responsible for ensuring full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company. Accordingly, the Officers are expected to exercise the highest standard of care in preparing such materials and to promptly bring to the attention of the Board of Directors of the Company any material information of which he or she may become aware that affects the disclosures made by the Company in its public filings and otherwise assist the appropriate members of senior management in fulfilling their responsibilities as specified in the Company’s policies relating to financial reporting and disclosure and internal control over financial reporting. Each Officer must review each report required to be filed by the Company with the SEC before it is filed. In addition, the Chief Executive Officer and Chief Financial Officer must review the matters to be certified in each SEC report before making the required certifications.
Each Officer and Director is prohibited from taking any action to improperly influence, coerce, manipulate or mislead the Company’s internal or outside auditors or to prevent such persons from performing a diligent audit of the Company’s financial statements.
Each Officer shall promptly bring to the attention of the Audit Committee of the Board of Directors any information he or she may have concerning (i) significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data, or (ii) any fraud, whether or not material, that involves the management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.
| 7. | Compliance with Laws, Rules and Regulations (including insider trading laws) |
The activities of the Company and each Officer and Director are expected to be in full compliance with the letter and spirit of all applicable laws, rules and regulations. Each Officer is required to comply with all applicable governmental laws, rules and regulations, including, without limitation, all “insider trading” laws and disclosure obligations applicable to the Company and its executive officers, which are the subject of separate policy statements previously adopted by the Company. Each Director is required to comply with the governmental laws, rules and regulations applicable to each such individual in their position as a Director, including, without limitation, all “insider trading” laws and disclosure obligations applicable to the Company’s Directors, which are the subject of separate policy statements previously adopted by the Company. Any such person who fails to comply with applicable laws will be subject to disciplinary measures including dismissal or, for Directors, exclusion from the Board’s nominees for re-election.
| 8. | Protection and Proper Use of Company Assets |
The Company acquires assets to promote its business affairs. Each Officer and Director has a duty to protect the Company’s assets and to take all reasonable steps to ensure their appropriate use. Assets include all of the Company’s financial assets, real estate assets, other tangible property and confidential information. The use of Company assets, whether for personal gain or not, for any unlawful or improper purpose is strictly prohibited.
To ensure the protection and proper use of the Company’s assets, each Officer and Director should:
| • | exercise reasonable care to prevent theft, damage or misuse of Company property; |
| • | promptly report the actual or suspected theft, damage or misuse of Company property to the General Counsel; |
| • | safeguard all electronic programs, data, communications and written materials from unauthorized access by others; and |
| • | use Company property only for legitimate business purposes, as authorized in connection with his or her responsibilities to the Company, or as otherwise authorized by the Company. |
| 9. | Reporting of Illegal or Unethical Behavior |
Any Officer or Director who believes that (1) violations of this Code or other illegal or unethical conduct by employees, Officers or Directors of the Company have occurred or may occur or (2) the Company’s financial disclosures are misleading as a result of accounting or auditing irregularities, must promptly contact the General Counsel or the Board of Directors of the Company. If these concerns require confidentiality, such as providing anonymity for the source of information, the Officer or Director will make every effort to maintain such confidentiality, subject to applicable law, regulations or legal proceedings.
No Officer or Director will engage in or permit retaliation against individuals who submit reports through proper procedures, in good faith, of actual or suspected violations of this Code, other illegal or unethical conduct, or accounting and auditing irregularities.
| 10. | Accountability for Adherence to this Code |
Each Officer and Director is responsible for adhering to this Code. Any Officer who violates this Code will be subject to appropriate disciplinary action. The Company will also take disciplinary action against any Officer who retaliates directly or indirectly against any employee, officer or manager who reports actual or suspected violations of this Code.
NEWPARK RESOURCES, INC.
Acknowledgment of Receipt of
Code of Ethics for Senior Officers and Directors
I hereby acknowledge receipt of a copy of the “Code of Ethics for Senior Officers and Directors” of Newpark Resources, Inc. (the “Company”), which applies to my professional and personal dealings with the Company. By executing this Acknowledgment, I acknowledge that I have read and understand the Company’s Code of Ethics for Senior Officers and Directors and agree to be bound by all provisions therein. I further acknowledge that I am now, and at all relevant times have been, in compliance with its provisions.
Acknowledged and Agreed:
(Signature) (Date)
Printed Name
EXHIBIT 99.1
NEWPARK RESOURCES ANNOUNCES NEW CHAIRMAN OF THE BOARD
THE WOODLANDS, Texas, June 14 — Newpark Resources, Inc. (NYSE: NR) today announced that Mr. Jerry W. Box, age 68, has been elected as non-executive Chairman of the Board of Directors, effective June 13, 2007.
Mr. Box, who has been a member of Newpark’s Board of Directors since 2003, has over 30 years of experience in the oil and gas exploration industry, having retired as President, Chief Operating Officer and director of Oryx Energy in 1999. Subsequently, he was a director of Magnum Hunter Resources, Inc., an independent exploration and development company listed on the New York Stock Exchange, and also served as Chairman of the Board of Magnum Hunter from October 2004 to June 2005. Mr. Box is currently a director of another NYSE-listed company, Cimarex Energy, an independent oil and gas exploration and production company, where he also serves on the Compensation and Governance Committee.
Paul Howes, Newpark’s President and Chief Executive Officer, stated, “We are delighted to have Jerry as our new Chairman, and we look forward to benefiting from his extensive experience in the energy industry as we continue to lead Newpark on its new course.”
Additionally, Newpark announced that all items voted upon at the 2007 Annual Meeting of Stockholders were approved, including the election of all director nominees, namely Jerry W. Box, Gary L. Warren, F. Walker Tucei, Jr., David C. Anderson, James W. McFarland, Paul L. Howes and G. Stephen Finley, along with the approval of an amendment and restatement of the 2004 Non-employees Directors’ Stock Option Plan and the ratification of the appointment of Ernst & Young LLP as independent auditors for 2007.
Newpark Resources, Inc. is a worldwide provider of drilling fluids, temporary worksites and access roads for oilfield and other commercial markets, and environmental waste treatment solutions. For more information, visit our website at http://www.newpark.com.
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. 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 Annual Report on Form 10-K for the year ended December 31, 2006, as well as others, could cause results to differ materially from those stated. These factors include, but are not limited to, the results of several class action and derivative lawsuits against Newpark and certain of our current and former directors and former officers; the results of the internal investigation into accounting matters by Newpark’s Audit Committee and the investigation of the matter by the Securities and Exchange Commission; 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: James E. Braun, CFO
Newpark Resources, Inc.
281-362-6800
Ken Dennard, Managing Partner
Dennard Rupp Gray & Easterly, LLC
ksdennard@drg-e.com
713-529-6600