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): May 1, 2013
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 | ||
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(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 |
77381 | |||||
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(Address of Principal Executive Offices) |
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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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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 May 1, 2013, Newpark Resources, Inc. (the “Company”) announced the approval by the Board of Directors of a plan to initiate a sale process for the Company’s Environmental Services division. Simmons and Company International has been engaged to assist in the sale process.
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 the Company 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. The Company 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 May 1, 2013.
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.
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NEWPARK RESOURCES, INC. |
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Dated: May 1, 2013 |
By: | /s/ Gregg S. Piontek | |
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Gregg S. Piontek Vice President and (Principal Financial Officer) |
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Exhibit 99.1
NEWS RELEASE
Contacts: Gregg Piontek, VP & CFO Newpark Resources, Inc. 281-362-6800 FOR IMMEDIATE RELEASE Ken Dennard, Managing Partner Karen Roan, SVP Dennard ▪ Lascar Associates 713-529-6600
NEWPARK RESOURCES ANNOUNCES SALE PROCESS FOR ENVIRONMENTAL SERVICES BUSINESS
THE WOODLANDS, TX – May 1, 2013 – Newpark Resources, Inc. (NYSE:NR) today announced that the Company’s Board of Directors has approved a plan to initiate a sale process for the Company’s Environmental Services division. Simmons and Company International has been engaged to assist in the sale process.
Paul Howes, Newpark’s President and Chief Executive Officer, stated, “Our Environmental Services business has been a stable and consistent contributor to Newpark for many years, and we are very appreciative of the many contributions from our dedicated employees in this division. At this time, we are pursuing the sale of Environmental Services in order to support our continued focus on expanding our markets and developing leading technologies within our core drilling fluids and mats segments.”
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 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, 2012, 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 execute our business strategy and make successful business acquisitions and capital investments, our customers’ activity levels in exploration and drilling, operating hazards inherent in the oil and natural gas industry, particularly offshore, our international operations, the availability of raw materials and skilled personnel, our customer concentration and cyclical nature of our industry, our market competition, the cost and continued availability of borrowed funds, 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. 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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