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

NEWPARK RESOURCES, INC.

(Exact name of registrant as specified in Charter)

Delaware		1-2960		72-1123385
(State or Other Jurisdiction		(Commission		(I.R.S. Employer
of Incorporation)		File Number)		Identification Number)

2700 Research Forest Drive, Suite 100
The Woodlands, TX 77381
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (281) 362-6800

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 (see General Instruction A.2. below):

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 7.01. Regulation FD Disclosure.

     On September 28, 2010, Newpark Resources, Inc. (the “Company”) issued a press release announcing that the Company had priced a registered public offering of $150,000,000 aggregate principal amount of 4.00% Convertible Senior Notes due 2017 (the “Notes”). In addition, the Company granted the underwriters the right to purchase within a 30-day period up to an additional $22,500,000 aggregate principal amount of Notes, solely to cover over-allotments. The Company intends to use approximately $104 million of the net proceeds from this offering to repay existing indebtedness outstanding under the Company’s revolving and term loan credit facility and the remaining net proceeds for general corporate purposes. J.P. Morgan Securities LLC is acting as sole book-running manager for the offering, which is expected to close on or about October 4, 2010. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit Number		Description
Exhibit 99.1		Press Release dated September 28, 2010.

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 thereunto duly authorized.

EXHIBIT INDEX

Exhibit Number		Description
Exhibit 99.1		Press Release dated September 28, 2010.

Exhibit 99.1

NEWPARK RESOURCES ANNOUNCES PRICING OF PUBLIC OFFERING OF
4.00% CONVERTIBLE SENIOR NOTES DUE 2017

     THE WOODLANDS, TX — September 28, 2010 — Newpark Resources, Inc. (NYSE: NR) (the “Company”) today announced that it has priced a registered public offering of $150,000,000 aggregate principal amount of 4.00% Convertible Senior Notes due 2017 (the “Notes”). In addition, the Company granted the underwriters the right to purchase within a 30-day period up to an additional $22,500,000 aggregate principal amount of Notes, solely to cover over-allotments. The offering is expected to close on or about October 4, 2010, subject to the satisfaction of various customary closing conditions.

     The Notes will bear interest at a rate of 4.00% per year, payable semi-annually in arrears on April 1 and October 1 of each year, beginning April 1, 2011. Holders may convert their Notes at their option at any time prior to the close of business on the business day immediately preceding the October 1, 2017 maturity date at an initial conversion rate of 90.8893 shares of Company common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $11.00 per share of common stock), subject to adjustment in certain circumstances. The initial conversion price represents a conversion premium of 36% over the last reported sale price of the Company’s common stock of $8.09 per share. Upon conversion, the Notes will be settled in shares of the Company’s common stock. The Company may not redeem the Notes at its election prior to their maturity date.

     The Company estimates that the net proceeds from the offering will be approximately $145.0 million (or $166.8 million if the underwriters exercise their option to purchase additional Notes in full), after deducting fees and estimated expenses. The Company intends to use approximately $104 million of the net proceeds from the offering to repay existing indebtedness

outstanding under the Company’s revolving and term loan credit facility and the remaining net proceeds for general corporate purposes.

     J.P. Morgan Securities LLC is acting as sole book-running manager for the offering. The offering will be made pursuant to an effective shelf registration statement on Form S-3 filed with the Securities and Exchange Commission. When available, a copy of the prospectus supplement and the accompanying prospectus relating to the offering may be obtained from J.P. Morgan Securities LLC by submitting a request by mail to Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717.

     This press release does not constitute an offer to sell or a solicitation of an offer to buy the Convertible Senior Notes or any other securities, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering of these securities may be made only by means of the prospectus supplement and the accompanying prospectus.

     This press 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 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 in documents filed with the Securities and Exchange Commission by the Company, particularly its Annual Report on Form 10-K for the year ended December 31, 2009, as well as others, could cause results to differ materially from those stated.

     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.