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nr20130520_8k.htm

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 20, 2013

 

NEWPARK RESOURCES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Delaware

 

1-2960

 

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:

 

☐ 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 20, 2013, Newpark Resources, Inc. (the “Company”) announced that it has been awarded and entered into a contract with the Kuwait Oil Company to provide drilling fluids and related services for land operations.

 

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 20, 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.

 

  NEWPARK RESOURCES, INC.  
 

Dated: May 20, 2013

      
  By: /s/ Gregg S. Piontek  
          Gregg S. Piontek  
          Vice President and Chief Financial Officer  
          (Principal Financial Officer)  

       

 
 
 

 

EXHIBIT INDEX

 

 

 

Exhibit 

Number

 

Description

  

 

 

 

  

99.1

  

Press Release issued by Newpark Resources, Inc. on May 20, 2013.

  

 

nr20130520_8kex99-1.htm

 

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 MIDDLE EAST

CONTRACT AWARD

 

THE WOODLANDS, TX – May 20, 2013 – Newpark Resources, Inc. (NYSE: NR) today announced that it has been awarded and has entered into a contract with the Kuwait Oil Company to provide drilling fluids and related services for land operations. The agreement has an initial term of up to five years, and subject to the customer’s activity levels the Company estimates that revenues of up to $75 million may be generated under the contract. The Company expects that work under the contract will begin in the fourth quarter of 2013.

 

Bruce Smith, President of Newpark Drilling Fluids, stated, “The Kuwait Oil Company award is another significant milestone in Newpark’s international expansion, reflecting our entry into the strategically important Middle East market, which is a first step in implementing our strategy of growth throughout this region.”

 

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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