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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________ FORM 8-A REGISTRATION STATEMENT FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ____________ NEWPARK RESOURCES, INC. (Exact name of registrant as specified in its charter) Delaware 72-1123385 (State of incorporation or organization) (I.R.S. Employer Identification No.) 3850 North Causeway Boulevard, Suite 1770 Metairie, Louisiana 70002 (Address, including zip code, of principal executive offices) _____________ Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered ------------------- ---------------------------------- 8 5/8% Senior Subordinated Notes New York Stock Exchange Due 2007, Series B If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.[ ] Securities Act registration statement file number to which this form relates: 333-45197. Securities to be registered pursuant to Section 12(g) of the Act: None Item 1. Description of Registrant's Securities to be Registered. A description of the 8 5/8% Senior Subordinated Notes Due 2007, Series B is set forth under the caption "Description of the Exchange Notes" in the Prospectus contained in the Registration Statement on Form S-4 (File No. 333-45197) filed by the registrant with the Securities and Exchange Commission on January 29, 1998. The description of such securities set forth in the Prospectus, and in any Prospectus relating to such Registration Statement filed by the registrant with the Securities and Exchange Commission pursuant to any amendment of such Registration Statement or pursuant to Rule 424(b) under the Securities Act of 1933, as amended, is incorporated herein by reference. Item 2. Exhibits. The following exhibits are incorporated by reference into this report. 3.1 Certificate of Incorporation, incorporated herein by reference from the registrant's Registration Statement on Form S-1, File No. 33-40716, filed with the Securities and Exchange Commission on June 21, 1991. 3.1.1 Certificate of Amendment to Certificate of Incorporation, incorporated herein by reference from the registrant's Annual Report on Form 10-K for the year ended December 31, 1995. 3.2 Bylaws, incorporated herein by reference from the registrant's Registration Statement on Form S-1, File No. 33-40716, filed with the Securities and Exchange Commission on June 21, 1991. 4.1 Indenture, dated as of December 17, 1997, among the registrant, each of its subsidiaries named therein as guarantors (the "Guarantors") and State Street Bank and Trust Company, as Trustee, relating to the 8 5/8% Senior Subordinated Notes Due 2007, Series B, incorporated herein by reference from the registrant's Registration Statement on Form S-4, File No. 333-45197, filed with the Securities and Exchange Commission on January 29, 1998. 4.2 Form of the registrant's 8 5/8% Senior Subordinated Notes Due 2007, Series B (contained in the Indenture incorporated herein by reference as Exhibit 4.1). 4.3 Registration Rights Agreement, dated as of December 10, 1997, among the registrant, each of the Guarantors, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Morgan Grenfell Inc., and Salomon Brothers Inc, incorporated herein by reference from the registrant's Registration Statement on Form S-4, File No. 333-45197, filed with the Securities and Exchange Commission on January 29, 1998. -2- SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Date: February 9, 1998 NEWPARK RESOURCES, INC. By: /s/ James D. Cole ------------------------------ Name: James D. Cole ---------------------------- Title: Chairman of the Board --------------------------- -3-