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 11, 2011
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) |
Registrants 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 2.02 Results of Operations and Financial Condition.
On October 17, 2011, Newpark Resources, Inc. (the Company) issued a press release regarding changes in the Companys management team. Included in the press release is a statement providing preliminary financial results for the third quarter ended September 30, 2011. A copy of the Companys press release relating to the foregoing is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in Item 2.02 of this Current Report on Form 8-K and that portion of the exhibit attached hereto under the caption Third Quarter 2001 Update relating to the Companys preliminary financial results for the quarter ended September 30, 2011, shall not be deemed filed for 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 11, 2011, James E. Braun, Senior Vice President and Chief Financial Officer of the Company informed the Company that he intends to leave the Company on October 31, 2011. Mr. Braun will be assuming a position as chief financial officer with another company in the industry.
On October 17, 2011, the Companys Board of Directors approved the promotion and appointment of Gregg Piontek, the Companys current Vice President and Chief Accounting Officer, to the position of the Vice President and Chief Financial Officer. The Company will make the necessary disclosure concerning Mr. Pionteks appointment as Chief Financial Officer, including any new compensatory arrangements or agreements, in a subsequent filing.
A copy of the Companys press release relating to the foregoing is attached hereto as Exhibit 99.1 and (except for that portion relating to the Companys preliminary financial results for the quarter ended September 30, 2011, which shall be deem furnished) is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
99.1
|
Press Release of Newpark Resources, Inc. dated October 17, 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: October 17, 2011
|
By: /s/ Paul L. Howes | |
Paul L. Howes | ||
President and Chief Executive Officer |
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EXHIBIT INDEX
Exhibit No. | Description | |
99.1
|
Press Release of Newpark Resources, Inc. dated October 17, 2011. |
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Exhibit 99.1
Contacts: | Paul Howes, President & CEO | |||
Newpark Resources, Inc. | ||||
281-362-6800 | ||||
FOR IMMEDIATE RELEASE | Ken Dennard, Managing Partner | |||
Dennard Rupp Gray & Lascar, LLC | ||||
ksdennard@drg-l.com | ||||
713-529-6600 |
NEWPARK RESOURCES ANNOUNCES EXECUTIVE MANAGEMENT CHANGE
THE WOODLANDS, TX October 17, 2011 Newpark Resources, Inc. (NYSE: NR) announced today that James E. Braun, Senior Vice President and Chief Financial Officer (CFO), has informed the Board of Directors that he intends to leave the Company on October 31, 2011, after completing his responsibilities associated with the filing of the Companys Quarterly Report on Form 10-Q for the third quarter with the SEC. Mr. Braun will be assuming a CFO position with another company in the industry. The Company has announced that its current Vice President and Chief Accounting Officer, Gregg Piontek, age 41, will be promoted to Vice President and CFO effective November 1, 2011, as Mr. Brauns successor.
Paul Howes, Newparks President and Chief Executive Officer, stated, Jim has been an integral part of the revitalization of the new Newpark Resources since joining as CFO in the fall of 2006. His leadership and integrity will be missed and we wish him well on his next endeavor.
I am delighted that Gregg Piontek has been appointed to become our next CFO. Gregg has extensive experience within public companies, and has served as our Controller and Chief Accounting Officer since joining Newpark in 2007, working closely with Jim in all aspects of the Companys financial and controls development. His appointment as CFO enables us to maintain the continuity of our staff and ensure a smooth transition as we continue growing our company, added Howes.
Third Quarter 2011 Update
The Company plans to report Third Quarter 2011 results on October 27, 2011. Due to the timing of Mr. Brauns decision to leave, the Company is providing preliminary financial results and currently expects to report revenues of approximately $260 million and net income per diluted share in the range of $0.22 to $0.23 for the quarter.
Biographical information on Gregg Piontek
Prior to joining Newpark, Mr. Piontek was Vice President and Chief Accounting Officer of Stewart & Stevenson LLC from 2006 to 2007, where he served as the lead executive financial officer for the asset acquisition from Stewart & Stevenson Services, Inc. and $150 million public debt offering. From 2001 to 2006, Mr. Piontek held the positions of Assistant Corporate Controller and Division Controller for Stewart & Stevenson Services, Inc. Prior to that, Mr. Piontek served in various financials roles at General Electric and CNH Global N.V., after beginning his career as an auditor for Deloitte & Touche LLP. Mr. Piontek is a Certified Public Accountant and holds a bachelor degree in Accountancy from Arizona State University and a Master of Business Administration degree from Marquette University.
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 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, 2010, as well as others, could cause results to differ materially from those stated. These risk factors include, but are not limited to, our ability to successfully integrate the business acquired from Rheochem and to realize the anticipated benefits from the acquisition, the impact of restrictions on offshore drilling activity in the Gulf of Mexico, 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, and the impact of severe weather, particularly in the U.S. Gulf Coast. 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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