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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): August 14, 2007
NEWPARK RESOURCES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-2960
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72-1123385 |
(State or other jurisdiction
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(Commission
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(IRS Employer |
of incorporation)
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File Number)
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Identification No.) |
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2700 Research Forest Drive, Suite 100 |
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The Woodlands, TX
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77381 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (281) 362-6800
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) |
TABLE OF CONTENTS
Item 7.01 Regulation FD Disclosure.
On August 14, 2007, Newpark Resources, Inc. issued a press release announcing the signing of
an asset purchase agreement with SEM Construction Company, headquartered in Grand Junction,
Colorado. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is
incorporated herein by reference.
The information referenced under Item 7.01 (including Exhibit 99.1 referenced in Item 9.01
below) of this Current Report on Form 8-K is being furnished under Item 7.01. Regulation FD
Disclosure and, as such, shall not be deemed to be filed for the 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. The information set forth in this Current Report on Form 8-K
(including Exhibit 99.1 referenced in Item 9.01 below) shall not be incorporated by reference into
any registration statement, report or other document filed by Newpark pursuant to the Securities
Act of 1933, as amended (the Securities Act), except as shall be expressly set forth by specific
reference in such filing. Newpark does not undertake to update the information as posted on its
website; however, it may post additional information included in future press releases and Forms
8-K, as well as posting its periodic Exchange Act reports.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release issued by Newpark Resources, Inc. on August 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.
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NEWPARK RESOURCES, INC. |
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Dated: August 16, 2007
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By:
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/s/ James E. Braun |
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James E. Braun, Vice President and Chief Financial
Officer |
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(Principal Financial Officer) |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1
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Press release issued by Newpark Resources, Inc. on August 14, 2007. |
exv99w1
Exhibit 99.1
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NEWS
RELEASE |
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Contacts:
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James E. Braun, CFO |
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Newpark Resources, Inc. |
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281-362-6800 |
FOR IMMEDIATE RELEASE |
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Ken Dennard, Managing Partner |
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Dennard Rupp Gray & Easterly, LLC |
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ksdennard@drg-e.com |
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713-529-6600 |
NEWPARK RESOURCES ANNOUNCES AGREEMENT TO PURCHASE WELL SITE CONSTRUCTION COMPANY
THE
WOODLANDS, TX AUGUST 14, 2007 Newpark Resources, Inc. (NYSE: NR) today announced
the signing of an asset purchase agreement with SEM Construction Company (SEM), headquartered in
Grand Junction, Colorado.
Under the terms of the agreement, Newpark Resources is to acquire substantially all of the
assets and operations of SEM for cash consideration of $21.3 million, subject to working capital
and other adjustments. SEM is a full-service well site construction company engaged in
construction, reclamation, maintenance, and general rig work at drilling locations for the oil and
gas industry throughout Western Colorado. SEM recorded revenues of $14.3 million for the 12 months
ending June 30, 2007. The acquisition is expected to be accretive to Newpark Resources, Inc.
earnings in 2007.
Paul Howes, President and Chief Executive Officer of Newpark, stated, We are excited to
announce this acquisition, which fits very well into our long-term strategy for the Mats and
Integrated Services business. This acquisition provides us with geographic expansion into the
important Piceance basin, which will help to offset the cyclicality of our Gulf Coast business.
Also, this acquisition provides an expansion to our product and service offerings including well
site equipment rentals, which is consistent with our strategy of becoming a total well site
services provider to the oil and gas industry.
This acquisition is subject to the completion of final due diligence and other customary
requirements and is expected to close during the third quarter of 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
www.newpark.com.
This news release contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act that are based on managements current expectations, estimates and
projections. All statements that address expectations or projections about the future, including
statements about Newparks 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
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. Newparks filings
with the Securities and Exchange Commission can be obtained at no charge at www.sec.gov, as well as
through our website at www.newpark.com.
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