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 23, 2008
NEWPARK RESOURCES,
INC.
(Exact name of registrant as
specified in its charter)
Delaware | 001-2960 | 72-1123385 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2700 Research Forest Drive,
Suite 100 The Woodlands, TX |
77381 | |
(Address of Principal Executive Offices) | (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 240.13e-4(c))
Item 8.01 Other Events.
On October 23, 2008, Newpark Resources, Inc. (“Newpark”) issued a press release regarding the Federal Trade Commission’s decision to seek a temporary restraining order and preliminary injunction to block the proposed sale of Newpark’s environmental services business to CCS, Inc. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
On October 23, 2008, the Federal Trade Commission filed a complaint in the U. S. District Court for the Southern District of Texas seeking a temporary restraining order and preliminary injunction to prevent the proposed sale from moving forward pending the administrative litigation. The Federal Trade Commission also served their complaint for the related administrative litigation and set a hearing for January 2009.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
99.1
|
Press release dated October 23, 2008. |
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 27, 2008
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 dated October 23, 2008. |
Exhibit 99.1
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 |
NEWPARK RESOURCES RESPONDS TO FTC NOTIFICATION
THE WOODLANDS, TX October 23, 2008 Newpark Resources, Inc. (NYSE: NR) today was informed by the Federal Trade Commission (FTC) that they intend to file suit to block the proposed sale of the Companys environmental services business to CCS, Inc. The FTC stated that it believes that the proposed sale would be anti-competitive. While the Company has not been served with the lawsuit papers and expects to comment further upon reviewing them, Newpark disagrees with the conclusions reached by the FTC and is currently evaluating its options.
More information regarding the status of this action will be discussed on Newparks regularly scheduled third quarter conference call, which will be broadcast live over the Internet, on Friday, October 31, 2008 at 10:00 a.m. Eastern Time / 9:00 a.m. Central Time. To participate in the call, dial (303) 262-2137 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 www.newpark.com. For those who cannot listen to the live call, a replay will be available through November 7, 2008 and may be accessed by dialing (303) 590-3000 and using pass code 11119474#. Also, an archive of the webcast will be available shortly after the call at www.newpark.com for 90 days.
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 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, 2007, as well as others, could cause results to differ materially from those stated. These factors include, but are not limited to, the access to the credit markets by both Newpark and Newparks customers, the outlook for drilling activity in North America and the rest of the world, Newparks successful completion of the proposed sale of the environmental business, 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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