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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): December 12, 2007
NEWPARK RESOURCES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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1-2960
(Commission
File Number)
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72-1123385
(IRS Employer
Identification No.) |
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2700 Research Forest Drive, Suite 100
The Woodlands, TX
(Address of principal executive offices)
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77381
(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))
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On December 12, 2007, Newpark Resources, Inc. issued a press release announcing that the sale
of its U.S. Environmental Services business to Trinity TLM
Acquisitions, LLC, which remains subject to the satisfaction or
waiver of certain closing conditions, is now expected to be
completed during the first quarter of 2008, rather than the fourth quarter of 2007, as previously
communicated. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and
is incorporated herein by reference.
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Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits.
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99.1 |
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Press release issued by Newpark Resources, Inc. on December 12, 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: December 14, 2007 |
By: |
/s/ James E. Braun
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James E. Braun, Vice President and
Chief Financial Officer
(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 December 12, 2007. |
exv99w1
Exhibit 99.1
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 |
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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 |
ENVIRONMENTAL SERVICES BUSINESS SALE EXPECTED TO CLOSE IN FIRST QUARTER OF 2008
THE WOODLANDS, TX December 12, 2007 Newpark Resources, Inc. (NYSE: NR) today announced that
the sale of the U.S. Environmental Services business to Trinity TLM Acquisitions, LLC (Trinity)
is now expected to be completed during the first quarter of 2008, rather than during the fourth
quarter of 2007, as previously communicated.
Pursuant to the terms of the purchase agreement dated October 10, 2007, Trinity has exercised
its right to conduct additional environmental due diligence with respect to the transaction. As a
result, the closing of the transaction, which remains subject to the satisfaction of the closing
conditions, is now expected to be completed during the first quarter of 2008.
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 investigation of the certain accounting matters
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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