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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 14, 1997
NEWPARK RESOURCES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-2960 72-1123385
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(Sate or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3850 NORTH CAUSEWAY, SUITE 1770
METAIRIE, LOUISIANA 70002
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (504) 838-8222
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ITEM 5. OTHER EVENTS.
On May 14, 1997, the stockholders of Newpark Resources, Inc., a Delaware
corporation ("Newpark"), approved amendments to Newpark's Certificate of
Incorporation to effect a two-for-one split of Newpark's issued and outstanding
shares of Common Stock and to increase the aggregate number of shares of Common
Stock that Newpark is authorized to issue from 20,000,000 to 80,000,000. The
amendment to the Certificate of Incorporation (the "Amendment") will become
effective on May 30, 1997 (the "Effective Date"). Stockholders of record as of
the close of business on the Effective Date will receive, as soon as practicable
after the Effective Date, an additional stock certificate representing one share
of Newpark Common Stock for each share held immediately prior to the stock
split. Newpark currently anticipates distribution of the additional shares to
be made on or about June 20, 1997.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1. Form of Certificate of Amendment of Certificate of Incorporation of the
registrant, dated May 20, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed by the undersigned hereunto
duly authorized.
NEWPARK RESOURCES, INC.
/s/ James D. Cole
Dated: May 20, 1997 By: ___________________________
James D. Cole, Chairman of the
Board, President and
Chief Executive Officer
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CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
NEWPARK RESOURCES, INC.
MATTHEW W. HARDEY AND EDAH KEATING hereby certify that:
1. They are the Chief Financial Officer and Secretary, respectively, of
NEWPARK RESOURCES, INC., a Delaware corporation (the "Corporation").
2. The Corporation filed its original Certificate of Incorporation with
the Delaware Secretary of State on June 3, 1988, and filed a Certificate of
Amendment of Certificate of Incorporation with the Delaware Secretary of State
on July 6, 1995 (as amended, the "Certificate of Incorporation").
3. Paragraph A of Article FOURTH of the Certificate of Incorporation of
the Corporation is amended in its entirety to read as follows:
"FOURTH: A. The corporation is authorized to issue two
classes of shares to be designated, respectively, "Preferred
Stock" and "Common Stock." The total number of shares of which
this corporation shall have authority to issue is Eighty-One
Million (81,000,000), of which One Million (1,000,000) shares
shall be Preferred Stock and Eighty Million (80,000,000) shares
shall be Common Stock. The Preferred Stock and the Common Stock
shall each have a par value of $.01 per share. Upon Amendment
of this paragraph A, each issued share of the Common Stock of
the corporation, including the shares of such Common Stock held
by the corporation as treasury stock, if any, is hereby subdivided
into two (2) shares of Common Stock, $.01 par value per share."
4. The foregoing Certificate of Amendment of Certificate of Incorporation
has been duly approved and adopted by the Board of Directors of the Corporation
pursuant to Section 242 of the Delaware General Corporation Law and has been
duly approved and adopted by the stockholders of the Corporation, pursuant to
Section 242 of the Delaware General Corporation Law, at the 1997 annual meeting
of stockholders of the Corporation.
5. The foregoing Certificate of Amendment of Restated Certificate of
Incorporation shall become effective on May 30, 1997.
Dated: May 20, 1997 ____________________________________
MATTHEW W. HARDEY,
Chief Financial Officer
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EDAH KEATING,
Secretary
