e8vk
 

 
 
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)
         
Delaware
(State or other jurisdiction
of incorporation)
  1-2960
(Commission
File Number)
  72-1123385
(IRS Employer
Identification No.)
         
2700 Research Forest Drive, Suite 100
The Woodlands, TX

(Address of principal executive offices)
       
77381

(Zip Code)
Registrant’s 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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))
 
 

 


 

Item 8.01   Other Events.
     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.
Item 9.01   Financial Statements and Exhibits.
(d) Exhibits.
         
       
 
  99.1    
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.
         
  NEWPARK RESOURCES, INC.
 
 
Dated: December 14, 2007  By:   /s/ James E. Braun    
    James E. Braun, Vice President and Chief Financial Officer (Principal Financial Officer)   
       
 

 


 

EXHIBIT INDEX
         
Exhibit No.   Description
       
 
  99.1    
Press release issued by Newpark Resources, Inc. on December 12, 2007.

 

exv99w1
 

Exhibit 99.1

FOR IMMEDIATE RELEASE
NEWS RELEASE
     
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


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 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 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. Newpark’s 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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