As filed with the Securities and Exchange Commission on April 21, 1998 Registration No. 333-33957 ================================================================================ SECURITIES AND EXCHANGE COMMISSION POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- NEWPARK RESOURCES, INC. (Exact name of registrant as specified in its charter) Delaware 72-1123385 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 3850 NORTH CAUSEWAY, SUITE 1770 Metairie, Louisiana 70002 (504) 838-8222 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) --------------------- JAMES D. COLE, PRESIDENT Newpark Resources, Inc. 3850 North Causeway, Suite 1770 Metairie, Louisiana 70002 (504) 838-8222 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: HOWARD Z. BERMAN, ESQ. Ervin, Cohen & Jessup LLP 9401 Wilshire Boulevard, 9th Floor Beverly Hills, California 90212 (310) 273-6333 --------------------- Approximate date of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] --------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. ================================================================================ This Post-Effective Amendment No. 1 is being filed to amend the Registration Statement on Form S-3 (No. 333-33957), filed with the Securities and Exchange Commission (the "Commission") on August 19, 1997 (the "Registration Statement"), pursuant to which Newpark Resources, Inc., a Delaware corporation (the "Registrant"), registered 520,930 shares (as adjusted to give effect to a 100% stock dividend paid to the Registrant's stockholders on November 26, 1997) of its common stock, $0.01 par value ("Common Stock"), on behalf of the selling stockholders named therein (the "Selling Stockholders"). The Commission declared the Registration Statement effective on August 27, 1997. Pursuant to the terms of (i) the Registration Rights Agreement, dated May 28, 1997, between the Registrant and Thomas E. Eisenman and Robert E. Jones, (ii) the Registration Rights Agreement, dated May 29, 1997, between the Registrant and Mark L. Phillips, Jerry L. Miller and James A. Miller, (iii) the Registration Rights Agreement, dated June 4, 1997, between the Registrant and Perry Bennett, Kentner Shell, Ray Bennett and Bob Hill, and (iv) the Registration Rights Agreement, dated June 4, 1997, between the Registrant and FMI Wholesale Drilling Fluids, Inc., General Supply Co., American Polymer, Inc. and Perry Bennett, the Registrant's obligations to maintain the effectiveness of the Registration Statement have expired. Accordingly, this Post-Effective Amendment No. 1 is being filed to deregister the shares of Common Stock which remain unsold by the Selling Stockholders on the date hereof. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Metairie, State of Louisiana on April 20, 1998. NEWPARK RESOURCES, INC. By /s/ James D. Cole ------------------------------------ James D. Cole, Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post- Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated. *By: /s/ James D. Cole ----------------------------------- James D. Cole as Attorney-In-Fact
SIGNATURE TITLE DATE ----------- ------- ------ /s/ James D. Cole Chairman of the Board, President April 20, 1998 - ----------------------------- and Chief Executive Officer James D. Cole Matthew W. Hardey* Vice President of Finance April 20, 1998 - ----------------------------- and Chief Financial Officer Matthew W. Hardey Wm. Thomas Ballantine* Executive Vice President April 20, 1998 - ----------------------------- and Director Wm. Thomas Ballantine Dibo Attar* Director April 20, 1998 - ----------------------------- Dibo Attar W.W. Goodson* Director April 20, 1998 - ----------------------------- W. W. Goodson David P. Hunt* Director April 20, 1998 - ----------------------------- David P. Hunt Dr. Alan J. Kaufman* Director April 20, 1998 - ----------------------------- Dr. Alan J. Kaufman James H. Stone* Director April 20, 1998 - ----------------------------- James H. Stone