<PAGE>
As filed with the Securities and Exchange Commission on May 27, 1997
Registration No. 333-25413
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SECURITIES AND EXCHANGE COMMISSION
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 of incorporation (I.R.S. Employer
or organization) Identification No.)
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
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.
=======================================================================
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION DATED MAY 27, 1997
100,000 SHARES
NEWPARK RESOURCES, INC.
COMMON STOCK
($.01 par value)
----------------
This Prospectus relates to the resale of 100,000 shares (the "Shares")
of outstanding Common Stock of Newpark Resources, Inc. ("Newpark") by the
"Selling Stockholders". See "Selling Stockholders". Newpark will not receive
any proceeds from the sale of the Shares.
Newpark's Common Stock is listed on the New York Stock Exchange under
the symbol "NR". On May 23, 1997, the reported last sale price of the Common
Stock on The New York Stock Exchange Composite Tape was $50.75 per share.
For a discussion of certain factors that should be considered in
connection with an investment in the Common Stock, see "Risk Factors" on Page 5.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
----------------
The Shares generally may be offered for sale from time to time by the
Selling Stockholders on the New York Stock Exchange in ordinary brokerage
transactions at market prices prevailing at the time of sale or in negotiated
transactions at prices related to prevailing market prices. Brokers or dealers
will receive commissions or discounts from the Selling Stockholders in amounts
to be negotiated prior to the sale. Any brokers or dealers participating in the
offering of any such shares may be deemed to be "underwriters" within the
meaning of the Securities Act, and the compensation received by them may be
deemed to be underwriting commissions or discounts. Substantially all of the
expenses of this offering, estimated at approximately $12,000, will be paid by
Newpark. See "Selling Stockholders" and "Plan of Distribution".
The date of this Prospectus is , 1997.
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AVAILABLE INFORMATION
Newpark is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional
offices at 7 World Trade Center, 13th Floor, New York, NY 10048 and 500 West
Madison Street, Suite 1400, Chicago, IL 60661. Copies of such material can be
obtained from the Public Reference section of the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates, and on the
World Wide Web at the Commission's Web site located at "http://www.sec.gov".
Newpark's Common Stock is traded on the New York Stock Exchange, and such
reports and other information also can be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, NY 10005.
Newpark has filed with the Commission a registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
securities offered hereby. This Prospectus does not contain all the information
set forth in the registration statement and the exhibits thereto, to which
reference is hereby made. Statements made in this Prospectus as to the contents
of any contract, agreement or other document are not necessarily complete. With
respect to each such contract, agreement or other document filed as an exhibit
to the registration statement, reference is made to the exhibit for a more
complete description of the matter involved, and each such statement is
qualified in its entirety by such reference. Any interested parties may inspect
the registration statement, without charge, at the public reference facilities
of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, and any
interested parties may obtain copies of all or any part of the registration
statement from the Commission at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents or portions of documents filed by Newpark with
the Commission are incorporated by reference into this Prospectus:
1. Newpark's Annual Report on Form 10-K for the year ended December 31,
1996, as amended on May 23, 1997.
2. All other reports filed by Newpark pursuant to Sections 13(a) or
15(d) of the Exchange Act since December 31, 1996, including
Newpark's Quarterly Report on Form 10-Q for the quarter ended March
31, 1997 and Newpark's Current Report on Form 8-K dated May 14, 1997.
3. The description of Newpark's Common Stock contained in its
Registration Statement pursuant to Section 12 of the Exchange Act, as
amended from time to time.
All documents filed by Newpark pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering made hereby shall be deemed to be incorporated by
reference into this Prospectus and made a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified, to constitute a part of this
Prospectus.
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Newpark will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon written or oral request a copy of any and all
documents incorporated by reference in this Prospectus, other than exhibits to
such documents, unless such exhibits are specifically incorporated by reference
in such documents. Requests should be directed to Ms. Edah Keating, Corporate
Secretary, Newpark Resources, Inc., 3850 North Causeway, Suite 1770, Metairie,
Louisiana 70002, or by telephone at (504) 838-8222.
THE COMPANY
Newpark is a leading provider of integrated environmental services to
the oil and gas exploration and production industry in the U.S. Gulf Coast area,
principally in Louisiana and Texas. These services are concentrated in three
key product lines: (i) processing and disposal of nonhazardous oilfield waste
("NOW"); (ii) processing and disposal of similar oilfield waste that is
contaminated with naturally occurring radioactive material ("NORM"); and (iii)
mat rental services in which patented prefabricated wooden mats are used as
temporary worksites in oilfield and other construction application. In its
waste disposal operation, Newpark utilizes patented and proprietary technology.
OILFIELD WASTE AND OTHER ENVIRONMENTAL SERVICES
Newpark collects, processes and disposes of oilfield waste, primarily
NOW and NORM. Newpark also treats NOW at the well site, remediates waste pits
and other contaminated sites and provides general oilfield services. In its NOW
processing and disposal business Newpark processes the majority of the NOW
received at its facilities for injection into environmentally secure geologic
formations deep underground and creates from the remainder a product which is
used as intermediate daily cover material or cell liner and construction
material at municipal waste landfills. In addition, Newpark has initiated a
process to recycle a portion of the NOW waste collected in its disposal
operations for use in the makeup of drilling fluids.
Since the fourth quarter of 1994, and until June 1996, Newpark provided
processing and disposal of NOW waste contaminated with NORM by processing the
waste into NOW for injection disposal into wills owned by Newpark. On May 21,
1996, Newpark was issued a license from the Texas Railroad Commission
authorizing the direct injection of NORM, subject to certain contamination
limits, into disposal wells at Newpark's Big Hill, Texas facility. The direct
injection of NORM permitted under the new license, which commenced on June 1,
1996, expands Newpark's NORM disposal capacity and significantly reduces the
amount of pre-injection transportation, processing and chemicals required,
thereby reducing Newpark's cost of disposal.
In December 1996, Newpark was issued a process patent covering its
offsite NOW and NORM waste processing operation. The patent covers the process
by which Newpark prepares the waste into a slurry for low pressure injection
into specific underground geological formations.
Newpark also provides industrial waste management, laboratory and
consulting services for the customers of its NOW and NORM services.
MAT RENTAL
Newpark uses a patented interlocking wooden mat system to provide
temporary worksites in unstable soil conditions typically found along the U.S.
Gulf Coast. Prior to 1994, Newpark's mat
<PAGE>
rental services were provided primarily to the oil and gas exploration and
production industry in Louisiana and Texas. In 1994, Newpark began marketing
these temporary worksites to other industries. Increasing environmental
regulation affecting the construction of pipelines, electrical distribution
systems and highways in and through wetlands environments has provided a
substantial new outlet for these services and has broadened the geographic area
served by Newpark to include the coastal areas of the Southeastern U.S.,
particularly Florida and Georgia, in addition to the U.S. Gulf Coast. In 1995
through a joint venture, Newpark began marketing its mat rental services in
Venezuela, and in September 1996, Newpark purchased the minority interests of
its partners in this venture. During the fourth quarter of 1996, Newpark made an
initial shipment of mats to Algeria, and Newpark plans to continue development
of this market during 1997. Mat rental revenue has increased from $11 million in
1990 to $33 million in 1996. Since 1992, Newpark has owned a sawmill in Batson,
Texas, to provide hardwood lumber used in construction of its mats, and Newpark
expanded the capacity of the facility during 1994 and 1995.
The recent trend toward more strict environmental regulation of both
drilling and production operations conducted by Newpark's customers has resulted
in greater synergy between Newpark's mat rental and general oilfield
construction services and its other environmental services. Newpark offers its
services individually and as an integrated package and provides a comprehensive
combination of on-site waste management and construction services for both the
drilling of new sites and the remediation of existing sites.
Newpark was organized in 1932 as a Nevada corporation and in April 1991
changed its state of incorporation to Delaware. Newpark's principal executive
offices are located at 3850 North Causeway Boulevard, Suite 1770, Metairie,
Louisiana 70002, and its telephone number is (504) 838-8222.
THE CAMPBELL WELLS ACQUISITION
On August 12, 1996, Newpark completed the acquisition (the "Campbell
Wells Acquisition") of substantially all of the marine-related NOW collection
operations of Campbell Wells Ltd. ("Campbell Wells"), a wholly owned subsidiary
of Sanifill, Inc. ("Sanifill"), for an aggregate purchase price $70.5 million.
The Campbell Wells Acquisition was completed pursuant to the terms of an Asset
Purchase and Lease Agreement, dated June 5, 1996 (the "Acquisition Agreement"),
which provided for the purchase and lease of certain marine-related assets of
Campbell Wells' NOW service business (the "Acquired Business"), excluding its
landfarming facilities and associated equipment. In connection with the
Campbell Wells Acquisition, Newpark assumed obligations under a NOW Disposal
Agreement (the "Disposal Agreement") with Sanifill and Campbell Wells, providing
for the delivery by Newpark for a period of 25 years of an agreed annual
quantity of NOW waste for disposal at certain of Campbell Wells' landfarming
facilities. Subsequently, USA Waste acquired Sanifill, and Sanifill and
Campbell Wells sold their landfarming facilities and associated equipment and
assigned their rights under the Disposal Agreement and other agreements with
Newpark that were executed upon consummation of the Campbell Wells Acquisition
to U.S. Liquids, Inc., a newly formed corporation which assumed Sanifill's and
Campbell Wells' obligations under such agreements. The acquisition by USA Waste
and the assignment and assumption by U.S. Liquids, Inc. did not, however,
release or diminish any party's obligations to Newpark under such agreements.
The aggregate purchase price under the Acquisition Agreement was $70.5
million, paid by wire transfer at the closing of the Campbell Wells Acquisition
with part of the proceeds from the sale
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of 3,450,000 shares of Newpark's Common Stock at $30.00 per share in an
underwritten public offering also completed on August 12, 1996. The remaining
net proceeds from the public offering, approximately $25.8 million after payment
of related transaction costs, was used to repay all amounts outstanding under
the revolving line of credit portion of Newpark's bank credit agreement.
The Campbell Wells Acquisition has significantly expanded Newpark's
service capabilities and processing capacity. Newpark believes that the
Campbell Wells Acquisition has provided and will continue to provide economies
of scale associated with handling a larger volume of waste through its
facilities. Newpark is combining the service capabilities of the Acquired
Business with its existing operations to speed the turnaround of barges and
boats at its transfer stations, thus providing better customer service. Newpark
believes that economic efficiencies will result from the reduction in the size
of the combined barge fleet operated by Newpark to service its transfer stations
and from the consolidation of operations at more efficient transfer stations,
permitting Newpark to receive a substantially higher volume of waste without
material additions to existing costs. Furthermore, Newpark expects that as a
result of the Campbell Wells Acquisition, access to Sanifill's disposal
facilities under the Disposal Agreement will allow Newpark to reduce its barge
transportation costs and make more efficient use of its barge fleet, further
augmenting its processing capacity. Newpark believes that its current processing
and disposal capacity, combined with access provided to the landfarm disposal
facilities of Sanifill under the Disposal Agreement, will be adequate to provide
for expected future demand for its oilfield waste disposal and other
environmental services. Newpark will nevertheless continue its strategy of
adding injection disposal capacity throughout the U.S. Gulf Coast region to more
efficiently serve its customers.
RECENT DEVELOPMENTS
On February 28, 1997, Newpark completed the acquisition of Sampey Bilbo
Meschi Drilling Fluids Management, Inc. ("SBM"), a regional Gulf Coast drilling
mud company specializing in engineering, technical and drilling fluids services
to the oil and gas exploration industry. Newpark plans to provide SBM certain
components recycled from the NOW waste collected by Newpark for use by SBM in
the make-up of drilling fluids for SBM's customers. Newpark believes that
providing SBM these recycled NOW waste components will reduce SBM's cost of
materials and reduce the costs to Newpark of handling and disposing of NOW. See
"Selling Stockholders" for further information regarding the acquisition of SBM
by Newpark.
RISK FACTORS
In addition to the other information contained in or incorporated by
reference into this Prospectus, prospective investors should carefully consider
the following factors relating to the business of Newpark in evaluating an
investment in the Common Stock.
DEPENDENCE ON OIL AND GAS INDUSTRY
Demand for Newpark's environmental and oilfield services depends in
large part upon the level of exploration and production of oil and gas and the
industry's willingness to spend capital on environmental and oilfield services.
This in turn depends on oil and gas prices, expectations about future prices,
the cost of exploring for, producing and delivering oil and gas, the discovery
rate of new oil and gas reserves and the ability of oil and gas companies to
raise capital. Domestic and international political, military, regulatory and
economic conditions also affect the industry. Prices
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for oil and gas historically have been extremely volatile and have reacted to
changes in the supply of and the demand for oil and natural gas, domestic and
worldwide economic conditions and political instability in oil producing
countries. No assurance can be given that current levels of oil and gas
activities will be maintained or that demand for Newpark's services will reflect
the level of such activities. Prices for oil and natural gas are expected to
continue to be volatile and affect the demand for Newpark's services. Shortages
of critical equipment and trained personnel to operate such equipment also may
limit the level of drilling activity in the oil and gas industry. A material
decline in oil or natural gas prices or activities could materially affect the
demand for the Company's services and, therefore, the Company's results of
operations and financial condition.
IMPACT OF GOVERNMENT REGULATIONS
Newpark believes that the demand for its principal environmental services
is directly related to state regulation of NOW and NORM. Rescission or
relaxation of such regulations, or a failure of governmental authorities to
enforce such regulations, could result in decreased demand for Newpark's
services and, therefore, could materially affect Newpark's results of operations
and financial condition. Newpark's business may also be adversely affected by
new regulations or changes in other applicable regulations.
NOW is currently exempt from the principal Federal statute governing the
handling of hazardous waste. In recent years, proposals have been made to
rescind this exemption. The repeal or modification of the exemption covering
NOW or modification of applicable regulations or their interpretation regarding
the treatment and/or disposal of NOW or NORM waste could require Newpark to
alter significantly its method of doing business. Such repeal or modification
could have a material adverse effect on Newpark's results of operations and
financial condition.
LOW BARRIERS TO ENTRY; LOSS OF TECHNOLOGY RIGHTS
Newpark has been granted U.S. patents on certain aspects of its system for
processing of NOW and NORM. There is no assurance that such patents will give
Newpark a meaningful competitive advantage. Barriers to entry by competitors for
Newpark's environmental and oilfield services are low. Therefore, competitive
products and services have been and may be successfully developed and marketed
by others. In addition, the environmental services business in the oilfield
could be impacted by future technological change and innovation, which could
result in a reduction in the amount of waste being generated or alternative
methods of disposal being developed.
INCREASED COMPETITION
The processing of NOW and NORM waste is a relatively new industry.
Competition in this market can be expected to increase as the industry develops.
In the meantime, Newpark expects to encounter significant competition from third
party competitors in connection with any proposed expansion into additional
geographic areas and services. Newpark also faces competition from oil and gas
producing customers who are continually seeking to enhance and develop their own
methods of disposal instead of utilizing the services of third party NOW and
NORM disposal companies such as Newpark. The desire to use such internal
disposal methods could be increased by future technological change and
innovation and limits the ability of Newpark to increase prices. The increased
used by Newpark's oil and gas producing customers of their own disposal methods
and other
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competitive factors could have a material adverse effect on Newpark's results of
operations and financial condition.
FAILURE TO COMPLY WITH GOVERNMENTAL REGULATIONS
Newpark's business is subject to numerous and continually evolving
Federal, state and local laws, regulations and policies that govern
environmental protection, zoning and other matters. If existing regulatory
requirements change, Newpark may be required to make significant unanticipated
capital and operating expenditures. Although Newpark believes that it is
presently in material compliance with applicable laws and regulations, there is
no assurance that it will be deemed to be in compliance in the future.
Governmental authorities may seek to impose fines and penalties on Newpark or to
revoke or deny the issuance or renewal of operating permits for failure to
comply with applicable laws and regulations. Under such circumstances, Newpark
might be required to curtail or cease operations or conduct site remediation
until a particular problem is remedied, which could have a material adverse
effect on Newpark's results of operations and financial condition.
POTENTIAL ENVIRONMENTAL LIABILITY; INSUFFICIENCY OF INSURANCE
Newpark's business exposes it to risks such as the potential for harmful
substances escaping into the environment, resulting in personal injury or loss
of life, severe damage to or destruction of property, environmental damage and
suspension of operations. The current and past activities of Newpark and the
activities of its former divisions and subsidiaries could result in the
imposition of substantial environmental, regulatory and other liabilities on
Newpark, including the costs of cleanup of contaminated sites and site closure
obligations. Such liabilities could also be imposed on the basis of negligence,
strict liability, breach of contract with customers or, in many instances, as a
result of contractual indemnification by Newpark of its customers in the normal
course of its business. Injection wells have been used for many years for
disposal of oilfield waste; however, certain aspects of Newpark's technology
have not been used previously by others and its future performance is uncertain.
While Newpark maintains liability insurance, the insurance is subject to
coverage limits and certain policies exclude coverage for damages resulting from
environmental contamination. Although there are currently numerous sources from
which such coverage may be obtained, there can be no assurance that insurance
will continue to be available to Newpark on commercially reasonable terms, that
the possible types of liabilities that may be incurred by Newpark will be
covered by its insurance, that Newpark's insurance carriers will be able to meet
their obligations under the policies or that the dollar amount of such
liabilities will not exceed Newpark's policy limits. Even a partially uninsured
claim, if successful and of significant magnitude, could have a material adverse
effect on Newpark's results of operations and financial condition.
FAILURE TO INTEGRATE ACQUIRED BUSINESSES
The Campbell Wells Acquisition is significantly larger than Newpark's
previous acquisitions and significantly increased the size of Newpark's
operations. Successful integration of the Acquired Business will depend
primarily on Newpark's ability to manage this additional business and eliminate
redundancies and excess costs. In addition, successful integration of SBM will
depend on the ability of Newpark to develop and integrate into its operations
the recycling of NOW into drilling fluids in order to reduce SBM's costs of
materials and reduce Newpark's handling and disposal costs. Material
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failure or substantial delay in accomplishing the integration of either business
could have a material adverse effect on Newpark's results of operations and
financial condition.
RELIANCE ON KEY PERSONNEL
Newpark is dependent upon the efforts and talents of its executive
officers and certain key personnel. Loss of the services of one or more of these
persons could adversely affect the operations of Newpark.
PREFERRED STOCK
The Board of Directors of Newpark is authorized to issue, without
further stockholder action, up to 1,000,000 shares of Preferred Stock with
rights that could adversely affect the rights of holders of Newpark Common
Stock. No shares of Preferred Stock are presently outstanding, and Newpark has
no present plans to issue any such shares. The issuance of shares of Preferred
Stock under certain circumstances could have the effect of delaying, deterring
or preventing a change in control of Newpark or other corporate action and of
discouraging bids for Newpark Common Stock at a premium.
SELLING STOCKHOLDERS
The Shares offered by this Prospectus are being sold for the account of
the selling stockholders (the "Selling Stockholders") named in the following
table, which also sets forth information concerning the Selling Stockholders'
beneficial ownership of Newpark Common Stock as of May 27, 1997, and as adjusted
to give effect to the sale of the Shares:
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO OFFERING AFTER OFFERING
------------------------ -----------------------
NUMBER
NUMBER PERCENT OF SHARES NUMBER PERCENT
NAME OF SHARES OF CLASS TO BE SOLD OF SHARES OF CLASS
------ ---------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Goldrus Drilling Company(1)....... 133,686 * 30,000 103,686 *
James A. Sampey................... 123,725 * 30,000 93,725 *
David A. Meschi(1)................ 103,105 * 30,000 73,105 *
Stephen Daniel.................... 41,240 * 10,000 31,240 *
</TABLE>
- -------------------
* Indicates ownership of less than one percent.
(1) Does not include 115,443 shares of Newpark Common Stock owned by Jasper N.
Warren, the Chairman of the Board, President and principal stockholder of
Goldrus Drilling Company. Also does not include 101,639 shares of Newpark
Common Stock owned by SBM Partners, of which Mr. Warren is the Managing
Partner, and 57,989 shares of Newpark Common Stock owned by Goldkey LLC, of
which Mr. Warren is the Manager and majority owner.
On February 28, 1997, Newpark acquired SBM, a Texas corporation in
which the Selling Stockholders were stockholders, by the merger of a wholly-
owned subsidiary of Newpark into SBM (the "Merger"). In the Merger, all of the
outstanding capital stock of SBM was converted into 582,000 shares of Newpark
Common Stock. In connection with the Merger, Messrs. Sampey, Meschi, Daniel and
Warren entered into noncompetition agreements covering competition in the
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drilling fluids industry in the States of Louisiana, Texas, Mississippi and
Alabama and the Gulf of Mexico until February 28, 2002. No additional
consideration was paid by Newpark for these noncompetition agreements. Following
the Merger, Mr. Sampey was appointed President of SBM, and Mr. Daniel was
appointed Executive Vice President of SBM, which remains as a wholly-owned
subsidiary of Newpark.
Newpark granted to the Selling Stockholders certain rights with respect
to the registration under the Securities Act of the shares of Common Stock
issued in the Merger, and the Shares offered hereby are being so registered
pursuant to the exercise of such registration rights. In accordance with the
terms of such registration rights, Newpark will pay substantially all of the
expenses of this offering.
Jasper N. Warren, the Chairman of the Board, President and principal
stockholder of Goldrus Drilling Company, has previously acted as a paid
consultant for Newpark in connection with the development and expansion of
Newpark's injection disposal facilities, and Mr. Warren continues to represent
Newpark in locating and assembling suitable real estate for its injection
operations. During 1994, 1995 and 1996, Newpark paid to Mr. Warren an aggregate
of $194,000, $298,000 and $214,000, respectively, under this consulting
arrangement. Newpark also paid Mr. Warren $112,000 in 1994, $221,000 in 1995 and
$195,000 in 1996 as a royalty with respect to the volume of waste injected at
the facilities Mr. Warren helped Newpark acquire. In 1996, Newpark purchased Mr.
Warren's interests in various injection well related assets and the royalty
agreement for the sum of $400,000 and the issuance of 108,571 shares of Newpark
Common Stock. An additional $100,000 per year will be paid to Mr. Warren
pursuant to the terms of a five-year noncompetition agreement entered into in
connection with such purchase.
Each of the transactions described above were negotiated at arms'
length, and Newpark believes that the terms of such transactions were
commercially reasonable in the circumstances.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Stockholders or
by pledgees, donees, transferees or other successors-in-interest of the Selling
Stockholders. Such sales may be made on the New York Stock Exchange or
otherwise, at prices and at terms then prevailing, at prices related to the then
current market price or in negotiated transactions. The Shares may be sold by
any one or more of the following methods: (a) ordinary brokerage transactions in
which the broker solicits purchasers; (b) purchases by a broker or dealer as
principal and resales by such broker or dealer for its account pursuant to this
Prospectus; and (c) block trades or exchange distributions in accordance with
the rules of such exchange. In effecting sales, brokers or dealers engaged by
the Selling Stockholders may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or discounts from the
Selling Stockholders in amounts to be negotiated prior to the sale. Such brokers
or dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act, and the compensation
received by them may be deemed to be underwriting commissions or discounts.
Upon the Company being notified by a Selling Stockholder that any
material arrangement has been entered into with a broker or dealer for the sale
of any Shares covered by this Prospectus, a prospectus supplement, if required,
will be distributed which will set forth the name of the participating brokers
or dealers, the number of Shares involved, the price at which such Shares were
sold and the commissions paid or discounts or concessions allowed to such
brokers or dealers. In
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certain jurisdictions, the Shares may be offered or sold in such jurisdictions
only through registered or licensed brokers or dealers.
Under the Exchange Act, any person engaged in a distribution of shares
of Common Stock offered by this Prospectus may not simultaneously engage in
market making activities with respect to the Common Stock during the applicable
"cooling off" period prior to the commencement of such distribution. In
addition, and without limiting the foregoing, the Selling Stockholders will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including without limitation Rules 10b-6 and 10b-7,
which provisions may limit the timing of purchases and sales of Common Stock by
the Selling Stockholder. Newpark will inform the Selling Stockholders in writing
that they are is subject to the applicable provisions of the Exchange Act and
the rules and regulations thereunder.
10
<PAGE>
- --------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY NEWPARK OR THE SELLING STOCKHOLDER. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF
THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF NEWPARK
SINCE SUCH DATE.
----------------------------------
TABLE OF CONTENTS
PAGE
----
Available Information.................................... 2
Incorporation of Certain Documents by Reference.......... 2
The Company.............................................. 3
Risk Factors............................................. 5
Selling Stockholders..................................... 8
Plan of Distribution..................................... 9
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NEWPARK RESOURCES, INC.
100,000 SHARES
COMMON STOCK
($.01 par value)
PROSPECTUS
_________________________, 1997
- --------------------------------------------------------------------------------
<PAGE>
PART II--INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTIONS
The following table sets forth the estimated expenses payable by the
registrant in connection with the filing of this Form S-3 Registration
Statement:
Securities and Exchange Commission registration fee......... $ 1,325.76
Printing costs.............................................. 2,500.00
Legal fees.................................................. 5,000.00
Accounting fees and expenses................................ 1,000.00
Miscellaneous expenses...................................... 2,000.00
----------
Total............................................... $11,825.76
==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware (the
"GCL") permits a corporation to, and the registrant's bylaws require that it,
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation), by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.
As permitted under Section 145 of the GCL, the registrant's bylaws also
provide that it shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation. However, in such an action by or on behalf of a corporation, no
indemnification may be made in respect of any claim, issue or matter as to which
the person is adjudged liable for negligence or misconduct in the performance of
his duty to the corporation unless, and only to the extent that the court
determines that, despite the adjudication of liability but in view of all the
circumstances, the person is fairly and reasonably entitled to indemnity for
such expenses which the court shall deem proper.
In addition, the indemnification provided by section 145 shall not be
deemed exclusive of any other rights to which a person seeking indemnification
may be entitled under any bylaw, agreement,vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.
II-1
<PAGE>
The registrant's Certificate of Incorporation (the "Certificate")
provides that the registrant shall indemnify, to the fullest extent permitted by
law, each of its officers, directors, employees and agents who was or is a party
to, or is threatened to be made a party to, any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer, employee or agent of the registrant. The Certificate also provides
that, to the fullest extent permitted by law, no director of the registrant
shall be liable to the registrant or its stockholders for monetary damages for
breach of his fiduciary duty as a director.
The Certificate also provides that the registrant may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the registrant, or is serving at the request of the
registrant as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against any liability incurred by such person in any such capacity, or arising
out of his status as such, regardless of whether the registrant is empowered to
indemnify such person under the provisions of law. Newpark does not currently
maintain any such insurance.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS
2.1 Asset Purchase and Lease Agreement, dated June 5, 1996, among the
registrant, Campbell Wells, Ltd. and Sanifill, Inc.(1)
2.2 Merger Agreement and Plan of Reorganization, dated February 18,
1997, among the registrant, SBM Acquisition Corporation, Sampey
Bilbo Meschi Drilling Fluids Management, Inc. ("SBM"), James A.
Sampey, David A. Meschi, Steve Daniel and Jasper N. Warren.*
2.3 Form of Noncompetition Agreement, dated February 28, 1997, between
the registrant and each of James A. Sampey, David A. Meschi, Steve
Daniel and Jasper N. Warren.*
2.4 Registration Rights Agreement, dated February 28, 1997, between
the registrant and each of the stockholders of SBM.*
4.1 Form of certificate representing shares of the registrant's Common
Stock.(2)
5.1 Opinion of Ervin, Cohen & Jessup LLP.*
23.1 Consent of Deloitte & Touche LLP.
24.1 Powers of Attorney.*
- -------------
* Previously filed.
(1) Incorporated by reference from the registrant's Registration Statement on
Form S-3 (File No. 333-05805).
(2) Incorporated by reference from the registrant's Registration Statement on
Form S-1 (File No. 33-40716).
II-2
<PAGE>
ITEM 17. UNDERTAKINGS
A. The registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more that a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (A)(l)(i) and (A)(l)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
related to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other
II-3
<PAGE>
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-4
<PAGE>
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 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 May
23, 1997.
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
Amendment No. 1 to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ James D. Cole Chairman of the Board, May 23, 1997
- ------------------------------ President and Chief
James D. Cole Executive Officer
/s/ Matthew W. Hardey Vice President of Finance May 23, 1997
- ------------------------------ and Chief Financial Officer
Matthew W. Hardey
/s/ Wm. Thomas Ballantine* Executive Vice President May 23, 1997
- ------------------------------ and Director
Wm. Thomas Ballantine
/s/ Dibo Attar* Director May 23, 1997
- ------------------------------
Dibo Attar
II-5
<PAGE>
/s/ W. W. Goodson* Director May 23, 1997
- ------------------------
W. W. Goodson
/s/ David P. Hunt* Director May 23, 1997
- ------------------------
David P. Hunt
/s/ Dr. Alan J. Kaufman* Director May 23, 1997
- ------------------------
Dr. Alan J. Kaufman
/s/ James H. Stone* Director May 23, 1997
- ------------------------
James H. Stone
* By: /s/ Matthew W. Hardey
------------------------
Matthew W. Hardey
Attorney-in-Fact
II-6
<PAGE>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ----------- ------------
2.2 Asset Purchase and Lease Agreement, dated June 5,
1996, among the registrant, Campbell Wells, Ltd.
and Sanifill, Inc.(1)
2.2 Merger Agreement and Plan of Reorganization,
dated February 18, 1997, among the registrant,
SBM Acquisition Corporation, Sampey Bilbo
Meschi Drilling Fluids Management, Inc. ("SBM"),
James A. Sampey, David A. Meschi, Steve Daniel
and Jasper N. Warren.*
2.3 Form of Noncompetition Agreement, dated February
28, 1997, between the registrant and each of James
A. Sampey, David A. Meschi, Steve Daniel and
Jasper N. Warren.*
2.4 Registration Rights Agreement, dated February 28,
1997, between the registrant and each of the
stockholders of SBM.*
4.1 Form of certificate representing shares of the
registrant's Common Stock.(2)
5.1 Opinion of Ervin, Cohen & Jessup LLP*
23.1 Consent of Deloitte & Touche LLP
24.1 Powers of Attorney*
- ---------------
* Previously filed.
(1) Incorporated by reference from the registrant's Registration Statement on
Form S-3 (File No. 333-05805).
(2) Incorporated by reference from the registrant's Registration Statement on
Form S-1 (File No. 33-40716).
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-25413 of Newpark Resources, Inc. on Form S-3 of
our report dated May 14, 1997, appearing in Amendment No. 1 to the Annual Report
on Form 10-K/A of Newpark Resources, Inc. for the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
- ----------------------------
DELOITTE & TOUCHE LLP
New Orleans, Louisiana
May 23, 1997
