Form 8-K
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): April 21, 2011
NEWPARK RESOURCES,
INC.
(Exact name of registrant as
specified in its charter)
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| Delaware |
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1-2960 |
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72-1123385 |
| (State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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2700 Research Forest Drive,
Suite 100
The Woodlands, TX
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77381 |
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(Zip Code) |
Registrant’s telephone number,
including area code: (281) 362-6800
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| (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 7.01
Regulation FD Disclosure.
On
April 21, 2011, Newpark Resources, Inc. (“Newpark”) completed
the acquisition of Australian–based Rheochem PLC’s drilling fluids
and engineering services business. The acquired business provides drilling
fluids and engineering services to the oil and gas exploration and geothermal
industries with operations in Australia, New Zealand and India. The
transaction, which was more fully described in Newpark’s Current Report
on Form 8-K filed with the Securities and Exchange Commission on March 4,
2011, was completed pursuant to a Share Sale and Purchase Agreement entered
into on March 4, 2011 with Rheochem Plc, a copy of which will be filed as
an exhibit to Newpark’s Quarterly Report on Form 10-Q for the quarter
ending March 31, 2011.
The
information referenced under Item 7.01 (including Exhibit 99.1
referenced in Item 9.01 below) of this Current Report on Form 8-K is being
“furnished” under “Item 7.01. Regulation FD
Disclosure” and, as such, shall not be deemed to be “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the
liabilities of that Section. The information set forth in this Current Report
on Form 8-K (including Exhibit 99.1 referenced in Item 9.01 below)
shall not be incorporated by reference into any registration statement, report
or other document filed by Newpark pursuant to the Securities Act of 1933, as
amended (the “Securities Act”), except as shall be expressly set
forth by specific reference in such filing. Newpark does not undertake to
update the information as posted on its website; however, it may post
additional information included in future press releases and Forms 8-K, as well
as posting its periodic Exchange Act reports.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release
issued by Newpark Resources, Inc. on April 21, 2011.
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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: April 25,
2011
By: /s/
James E.
Braun
James
E. Braun, Vice President and
Chief Financial Officer
(Principal Financial Officer)
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Exhibit 99.1
Exhibit 99.1
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NEWS RELEASE |
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Contacts:
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James E. Braun, CFO
Newpark Resources, Inc.
281-362-6800
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| FOR IMMEDIATE RELEASE |
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Ken Dennard, Managing Partner
Dennard Rupp Gray & Lascar, LLC
ksdennard@drg-l.com
713-529-6600 |
NEWPARK RESOURCES CLOSES ACQUISITION
OF RHEOCHEM PLC’S DRILLING FLUIDS BUSINESS
THE WOODLANDS, TX — April 21, 2011 — Newpark Resources, Inc. (NYSE: NR) today announced the
closing of the acquisition of Australian-based Rheochem PLC’s drilling fluids and engineering
services business, effective April 21, 2011. The acquired business provides drilling fluids and
engineering services to the oil and gas exploration and geothermal industries with operations in
Australia, New Zealand and India. Newpark paid AUD $23.8 million in cash at closing, subject to
typical future adjustments for working capital. Additional consideration may be payable based on
financial results of the acquired business over a one-year earn-out period, up to a maximum total
consideration of AUD $45 million.
Paul Howes, Newpark’s President and Chief Executive Officer, stated, “We are extremely pleased
to complete this acquisition, which gives us an important footprint in the growing Asia Pacific
region and supports the continued global expansion of our drilling fluids operations. As stated
previously, we are also acquiring the Rheochem brand name, which is well recognized in the Far
East, and will continue to operate under that name. We see the potential to introduce our
technology to new customers and gain exposure to growing LNG activity in Australia, while also
gaining knowledge from Rheochem’s expertise in geothermal fluids. Rheochem is a natural fit with
Newpark as both companies share the commitment to provide operators with best-in-class drilling
fluids and engineering services.”
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
the statements regarding the business and financial outlook of Rheochem’s drilling fluids segment
and the anticipated benefits of the acquisition to Newpark, 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, 2010, as well as others, could cause results to
differ materially from those stated. These risk factors include, but are not limited to, potential
disruption of Newpark’s business and operations as it integrates the acquired Rheochem segment into
its business, political and economic conditions in the markets in which the acquired business
operates, the ability to realize the anticipated benefits from the acquisition, our customer
concentration and cyclical nature of our industry, the availability of raw materials and skilled
personnel, our market competition, the cost and continued availability of borrowed funds, our
international operations, legal and regulatory matters, including environmental regulations,
inherent limitations in insurance coverage, potential impairments of long-lived intangible assets,
technological developments in our industry, the impact of severe weather, particularly in the U.S.
Gulf Coast, and restrictions on offshore drilling activity in the Gulf of Mexico. 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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