Filed by Bowne Pure Compliance
 
 

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): November 20, 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))

 
 

 

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Item 1.02 Termination of a Material Definitive Agreement.

Newpark Resources, Inc. (“Newpark”) and CCS Inc. (“CCS”) have mutually agreed effective November 21, 2008 to terminate the Membership Interests Purchase Agreement dated April 16, 2008, as amended (the “Purchase Agreement”) among Newpark, Newpark Drilling Fluids LLC, Newpark Texas, L.L.C., CCS and CCS Energy Services LLC pursuant to which CCS would have acquired Newpark’s United States environmental services business. The Purchase Agreement is described in more detail in the Current Report on Form 8-K filed by Newpark with the Securities and Exchange Commission on April 16, 2008.

As previously disclosed, the Federal Trade Commission (the “FTC”) filed suit seeking a temporary restraining order and preliminary injunction to prevent Newpark and CCS from completing the transaction. The FTC also filed an Administrative Complaint and scheduled hearings for January of 2009. CCS has advised Newpark that CCS no longer desired to pursue the matter in court and on November 20, 2008, delivered a notice seeking termination of the Purchase Agreement. Newpark and CCS have mutually agreed to a termination of the Purchase Agreement.

Newpark is not expected to incur any early termination penalties as a result of the termination of the Purchase Agreement.

A copy of Newpark’s press release announcing the termination of the Purchase Agreement is attached hereto as Exhibit 99.1 and incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

     
Exhibit No.   Description
99.1
  Press release dated November 24, 2008.

 

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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: November 24, 2008
  By:   /s/ James E. Braun
 
      James E. Braun, Vice President and Chief
 
      Financial Officer

 

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Exhibit Index

     
Exhibit No.   Description
99.1
  Press release dated November 24, 2008.

 

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Filed by Bowne Pure Compliance

Exhibit 99.1

(NEWS RELEASE LETTERHEAD)

NEWPARK RESOURCES AND CCS, INC. MUTUALLY
AGREE TO TERMINATE THE SALE OF NEWPARK’S
U.S. ENVIRONMENTAL SERVICES BUSINESS

THE WOODLANDS, TX – November 24, 2008 – Newpark Resources, Inc. (NYSE: NR) (“Newpark”) today announced that it has mutually agreed with CCS, Inc. (“CCS”) to cancel the proposed sale of Newark’s U.S. environmental services business to CCS. As previously announced on October 23, 2008, the Federal Trade Commission (“FTC”) filed suit to block the proposed sale of Newpark’s environmental services business to CCS. The FTC stated that it believed that the proposed sale would be anti-competitive.

Paul Howes, President and Chief Executive Officer of Newpark, stated, “While the Company disagrees with the conclusions reached by the FTC, CCS has advised us that they no longer wish to pursue the matter in the courts. Consequently, we have mutually agreed to terminate the agreement to sell our environmental services business to them and we intend to bring the environmental services business back in as part of the Newpark group of companies.

“Newpark Environmental Services, a leading provider of waste disposal services to the E&P industry along the U.S. Gulf Coast, continued to perform well during the period of time that we pursued its sale. They reported revenues of $47.4 million for the nine months ended September 30, 2008. For the same time period they reported income before income taxes of $5.1 million, which included transaction-related costs of $3.5 million,” concluded Howes.

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.

 

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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 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, 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 Newpark’s customers, the outlook for drilling activity in North America and the rest of the world, 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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