As filed with the Securities and Exchange Commission on November 14, 2005
Registration No. 333-106394
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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NEWPARK RESOURCES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 72-1123385
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3850 NORTH CAUSEWAY BOULEVARD, SUITE 1770
METAIRIE, LOUISIANA 70002
(Address of principal executive offices) (Zip Code)
NEWPARK RESOURCES, INC.
2003 LONG TERM INCENTIVE PLAN
(Full title of the plan)
JAMES D. COLE
CHIEF EXECUTIVE OFFICER
NEWPARK RESOURCES, INC.
3850 NORTH CAUSEWAY BOULEVARD, SUITE 1770
METAIRIE, LOUISIANA 70002
(Name and address of agent for service)
(504) 838-8222
(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, CA 90212
(310) 273-6333
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EXPLANATORY NOTE
The sole purpose of this Post-Effective Amendment No. 1 is to file the
Consent of Independent Registered Public Accounting Firm, which is attached
hereto as Exhibit 23.1. The attached Consent includes Ernst & Young LLP's
consent to the incorporation by reference in the Registration Statement on Form
S-8 (File No. 333-106394) of its report dated March 1, 2004, with respect to our
consolidated financial statements included in our Annual Report on Form 10-K for
the year ended December 31, 2003, and its reports dated March 15, 2005, with
respect to our consolidated financial statements and our management's assessment
of the effectiveness of internal control over financial reporting of our
company, and the effectiveness of internal control over financial reporting,
which were included in our Annual Report on Form 10-K for the year ended
December 31, 2004. The Consents that were filed with these Annual Reports
inadvertently omitted Ernst & Young LLP's consent to the incorporation by
reference of these reports in such Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
4.1 Newpark Resources, Inc. 2003 Long Term Incentive Plan *
5.1 Opinion of Ervin, Cohen & Jessup LLP *
23.1 Consent of Independent Registered Public Accounting Firm **
23.2 Notice regarding consent of Arthur Andersen LLP *
23.3 Consent of Ervin, Cohen & Jessup LLP (included in Exhibit 5.1)*
24.1 Powers of Attorney *
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* Previously filed.
** Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
post-effective amendment to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Metairie,
State of Louisiana, on November 11, 2005.
NEWPARK RESOURCES, INC.
By /s/ James D. Cole
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James D. Cole,
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this post-effective amendment to the registration statement has been signed by
the following persons in the capacities and on the dates indicated.
Signature Title Date
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/s/ James D. Cole
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James D. Cole Chief Executive Officer and November 11, 2005
Director
(Principal Executive Officer)
*
- ----------------------------------
Wm. Thomas Ballantine President, Chief Operating November 11, 2005
Officer and Director
/s/ Matthew W. Hardey
- ----------------------------------
Matthew W. Hardey Vice President of Finance and November 11, 2005
Chief Financial Officer
(Principal Financial and
Accounting Officer)
*
- ----------------------------------
Jerry W. Box Director November 11, 2005
*
- ----------------------------------
David P. Hunt Chairman of the Board November 11, 2005
*
- ----------------------------------
Alan J. Kaufman Director November 11, 2005
*
- ----------------------------------
James H. Stone Director November 11, 2005
II-1
*
- ----------------------------------
Roger C. Stull Director November 11, 2005
*
- ----------------------------------
F. Walker Tucei, Jr. Director November 11, 2005
By: /s/ Matthew W. Hardey
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Matthew W. Hardey
Attorney-in-Fact
II-2
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement on
Form S-8 (File No. 333-106394) of our report dated March 1, 2004, with respect
to the consolidated financial statements of Newpark Resources, Inc. included in
Newpark Resources, Inc.'s Annual Report on Form 10-K for the year ended December
31, 2003, and our reports dated March 15, 2005, with respect to Newpark
Resources, Inc.'s consolidated financial statements and Newpark Resources, Inc.
management's assessment of the effectiveness of internal control over financial
reporting of Newpark Resources, Inc., and the effectiveness of internal control
over financial reporting, which were included in Newpark Resources, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 2004.
/s/ Ernst & Young LLP
New Orleans, Louisiana
November 9, 2005