<PAGE>
As filed with the Securities and Exchange Commission on October 7, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
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, 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. [_]
CALCULATION OF REGISTRATION FEE
===============================================================================
<TABLE>
<CAPTION>
Title of each class of Proposed Proposed maximum
securities to be Amount to be maximum offering aggregate offering Amount of
registered registered price per unit(1) price(1) registration fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01
par value 1,473,673 shares $6.69 $9,858,872 $2,908.37
</TABLE>
================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
===============================================================================
<PAGE>
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION DATED OCTOBER 7, 1998
1,473,673 SHARES
NEWPARK RESOURCES, INC.
COMMON STOCK
($.01 par value)
_____________
The stockholders of Newpark Resources, Inc. ("Newpark") listed below (the
"Selling Stockholders") are offering and selling 1,473,673 shares (the "Shares")
of outstanding Newpark Common Stock under this Prospectus. Newpark will not
receive any proceeds from the sale of the Shares. However, substantially all of
the expenses of this offering, estimated at approximately $20,000, will be paid
by Newpark. See "Selling Stockholders".
Newpark's Common Stock is listed on the New York Stock Exchange under the
symbol "NR". On October 6, 1998, the reported last sale price of the Common
Stock on The New York Stock Exchange was $6.813 per share.
The Selling Stockholders may offer their Shares through public or private
transactions, on or off the New York Stock Exchange, at prevailing market prices
or at privately negotiated prices. See "Plan of Distribution."
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.
_______________
THE SHARES OFFERED OR SOLD UNDER THIS PROSPECTUS HAVE NOT BEEN APPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR
HAVE THESE ORGANIZATIONS DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_______________
The date of this Prospectus is October , 1998.
<PAGE>
AVAILABLE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC"). You may
read and copy any document we file at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. Our
SEC filings are also available to the public from our web site at
"http:/www.newpark.com" or at the SEC's web site at "http:/www.sec.gov".
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"):
1. Annual Report on Form 10-K for the year ended December 31, 1997, as
amended on June 9, 1998.
2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998
and June 30, 1998.
3. Current Reports on Form 8-K dated May 28, 1998, August 28, 1998 and
September 22, 1998.
3. The description of our Common Stock contained in our Registration
Statement pursuant to Section 12 of the Exchange Act, as amended from
time to time.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Ms. Edah Keating
Corporate Secretary
Newpark Resources, Inc.
3850 North Causeway, Suite 1770
Metairie, Louisiana 70002
(504) 838-8222
This prospectus is part of a registration statement we filed with the SEC.
You should rely only on the information or representations provided in this
prospectus. We have authorized no one to provide you with different
information. We are not making an offer of these securities in any state where
the offer is not permitted. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the front of the
document.
2
<PAGE>
THE COMPANY
GENERAL
Newpark is a leading provider of proprietary environmental and
drilling fluids services to the oil and gas exploration and production industry.
We operate primarily in the U.S. Gulf Coast market, and we provide, either
individually or on an integrated basis, the following services:
. we sell, process and dispose of oilfield exploration and production
("E&P") waste;
. we sell drilling fluids and render associated engineering and technical
services;
. we install, rent and sell temporary access roads and work sites ("mat
rental") in oilfield and other construction applications; and
. we provide other related on-site environmental and oilfield construction
services.
We have integrated our drilling fluids products and services with both our
on-site environmental and construction services and our off-site waste disposal
services to provide a "one-stop shop" approach to solving our customers'
problems. This allows our customers to consolidate their outsourced services and
reduce the number of vendors used. We are further developing the ability to
process and recycle drilling fluids at the well-site in order to provide a
further integration step. We refer to this integration of services as
"Minimization Management."
Most of the E&P waste received by us is processed and then injected into
environmentally secure geologic formations deep underground. Certain volumes of
waste are delivered to surface disposal facilities. E&P waste not disposed of
by these means is processed into a product which is used as daily
cover material or cell liner and construction material at two municipal waste
landfills. Since 1994, we have been licensed to process E&P waste
contaminated with naturally occurring radioactive material ("NORM"). We
currently operate under a license that authorizes the direct injection of NORM
into disposal wells at our Big Hill, Texas facility. This is the only offsite
facility in the U.S. Gulf Coast licensed for this purpose.
We also provide full-service drilling fluids and associated engineering and
technical services in the U.S. Gulf Coast market. Since December 1997, we have
marketed our services in Mexico through a joint venture with a Mexican company.
In March 1998, we expanded our operations into Canada by acquiring a Canadian
drilling fluids company. In our drilling fluids business, we focus on providing
unique solutions to highly technical drilling projects involving complex
conditions. These projects require critical engineering support of the fluids
system during the drilling process to ensure optimal performance at the lowest
total well cost. We have developed and begun to market several proprietary and
patented products that replace environmentally harmful substances commonly used
in drilling fluids. These elements are typically of the greatest concern in the
waste stream created by drilling fluids. We believe that these new products will
benefit our customers by reducing the cost of drilling.
We have started a process to recycle a portion of the drilling fluids
received as waste in our E&P disposal business to accomplish the following:
. recover barite and other key chemical components for reuse in the
production of drilling fluids;
. reduce the costs of materials in producing drilling fluids; and
. expand our supply of drilling fluids.
3
<PAGE>
During 1997, we established our own barite grinding capacity to provide
critical raw materials for our drilling fluids operations. We also acquired the
service infrastructure necessary to participate in the drilling fluids market in
the U.S. Gulf Coast and South Texas.
In our mat rental business, we use patented interlocking wooden mat systems
to provide temporary access roads and worksites in unstable soil conditions.
These mats are used primarily in support of oil and gas exploration operations
along the U.S. Gulf Coast. The mats are typically rented to the customer for the
duration of use, and are occasionally sold to the customer to provide permanent
access to a site or facility. We also market mat services for use in the
construction of pipelines, electrical distribution systems and highways in and
through wetlands environments, including the coastal areas of the Southeastern
U.S., particularly Florida and Georgia. We also market mat services to the oil
and gas exploration industries in Canada, Venezuela and Mexico.
We also provide other services for our customers' oil and gas exploration
and production activities. These services include the following:
. site assessment;
. waste pit design;
. construction and installation;
. regulatory compliance assistance;
. site remediation and closure; and
. oilfield construction services, including hook-up and connection of wells
and installation of production equipment.
Newpark was organized in 1932 as a Nevada corporation. In April 1991, we
changed our state of incorporation to Delaware. Our principal executive offices
are located at 3850 North Causeway Boulevard, Suite 1770, Metairie, Louisiana
70002. Our telephone number is (504) 838-8222.
RECENT DEVELOPMENTS
On September 22, 1998, we announced that we had settled our dispute with
U.S. Liquids, Inc. ("USL") concerning our obligations under a NOW Disposal
Agreement. The settlement terminates our contractual commitment to deliver waste
to USL's disposal facilities, eliminates the final 20 years of the original
contract and requires us to pay USL $30 million over the next three years. We
also will have the right, but not the obligation, to deliver specified volumes
of waste to USL's facilities for a period of three years without additional
cost. Subject to certain conditions, we may extend the disposal arrangement for
two additional one-year terms at an additional cost of approximately $8 million
per year.
As part of the settlement, USL agreed not to compete with us in the
marine-related waste disposal business for a period of three years. In addition,
USL has secured the right to immediately enter the vessel and tank cleaning
business in the U.S. Gulf Coast market and has purchased certain assets from us
for a total price of $2.2 million, to be paid to us over the next four calendar
quarters.
We also announced that we were reviewing the asset valuation of our wooden
mat fleet in light of the start-up of production of our new composite plastic
mats. These new composite plastic mats are intended to replace the majority of
our wooden mats used to construct access roads and work sites in the U.S. Gulf
Coast market. We indicated that the aggregate pre-tax amount of the non-cash
charges related to the revaluation of our wooden mat inventories, as well as
possible revaluation of other categories of assets which may have been affected
by technological changes or current market conditions, could approximate $66
million. These charges, along with the charges associated with the settlement
with USL and the disruptive effects of three tropical storms in the western Gulf
of Mexico in September 1998, would result in a third quarter net loss.
4
<PAGE>
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 for oil and gas
historically have been 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,
such as has occurred during 1998, could materially affect the demand for
Newpark's services and, therefore, Newpark's consolidated financial statements.
IMPACT OF GOVERNMENT REGULATIONS
Newpark believes that the demand for its principal environmental services
is directly related to regulation of E&P waste. 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 consolidated financial statements.
Newpark's business may also be adversely affected by new regulations or changes
in other applicable regulations.
E&P waste that is not contaminated with NORM 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 such E&P waste or modification of
applicable regulations or their interpretation regarding the treatment and/or
disposal of E&P waste 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 consolidated financial statements.
LOSS OF TECHNOLOGY RIGHTS
Newpark has been granted U.S. patents on certain aspects of its system for
processing and disposing of E&P waste, including E&P waste contaminated with
NORM. Newpark also has been granted U.S. and foreign patents with respect to
certain of its drilling fluids systems and its mat systems. There is no
assurance that such patents will give Newpark a meaningful competitive
advantage. In addition, the environmental services business in the oilfield and
the drilling fluids business could be impacted by
5
<PAGE>
future technological change and innovation, which could result in a reduction in
the amount of waste being generated or alternative methods of disposal, or
alternative drilling fluids, being developed.
COMPETITION
The processing of E&P 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. Barriers to entry by competitors in the environmental and
oilfield services industries are low. Therefore, competitive products and
services have been and may be successfully developed and marketed by others.
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 E&P waste disposal companies such as
Newpark. The desire to use such internal disposal methods could be increased by
future technological change and innovation and could limit the ability of
Newpark to increase prices. The increased use by Newpark's oil and gas producing
customers of their own disposal methods and other competitive factors could have
a material adverse effect on Newpark's consolidated financial statements.
Newpark also faces competition in the drilling fluids market, where there are
several larger companies that may have both lower capital costs and greater
geographic coverage than Newpark, as well as numerous smaller companies that may
have a lower total cost structure.
FAILURE TO COMPLY WITH GOVERNMENTAL REGULATIONS
Newpark's business is subject to numerous Federal, state and local laws,
regulations and policies that govern environmental protection, zoning and other
matters. These laws and regulations have changed frequently in the past and it
is reasonable to expect additional changes in the future. 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 its operations will continue to comply
with future laws and regulations. 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 or other corrective action, which could
have a material adverse effect on Newpark's consolidated financial statements.
POTENTIAL ENVIRONMENTAL LIABILITY; INSUFFICIENCY OF INSURANCE
Newpark's business exposes it to the risk of 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 the future performance of such
technology is uncertain.
6
<PAGE>
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 consolidated financial statements.
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. None of Newpark's executive
officers is covered by a long-term employment contract.
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 named in the following table, which also sets forth
information concerning the Selling Stockholders' beneficial ownership of Newpark
Common Stock as of October 7, 1998, 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>
Joe R. Henderson(1) 450,175 * 112,500 337,675 *
Robert E. Merkley 154,200 * 77,100 77,100 *
David G. McKay 108,800 * 54,400 54,400 *
Samuel T. Bachorick 18,000 * 9,000 9,000 *
Frederick R. Lausen, Jr. 420,000 * 147,000 273,000 *
Carl B. Robertson 345,000 * 103,500 241,500 *
DEL Corporation 60,720 * 14,980 45,740 *
Angelle's Trucking & 17,120 * 4,280 12,840 *
Materials, Inc.
P. Dale Ladner 8,940 * 2,140 6,800 *
</TABLE>
7
<PAGE>
<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>
John M. Ireland(2) 336,886 * 336,886 -- --
Michele L. Ireland(3) 336,887 * 336,887 -- --
774387 Alberta Ltd 275,000 * 137,500 137,500 *
Gregory L. Steger 275,000 * 137,500 137,500 *
</TABLE>
______________________________
* Indicates ownership of less than one percent.
(1) Includes options to purchase 175 shares of Common Stock.
(2) As Trustee and beneficial owner under the John Michael Ireland Living
Trust.
(3) As Trustee and beneficial owner under the Michele Littlejohn Ireland Living
Trust.
On March 27, 1998, Newpark acquired Southwestern Universal Corp., a Texas
corporation ("Southwestern"), from its sole stockholder, Joe R. Henderson. In
the acquisition, all of the issued and outstanding shares of capital stock of
Southwestern were exchanged for an aggregate of 450,000 shares of Newpark Common
Stock. In connection with the acquisition, Mr. Henderson entered into a
noncompetition agreement covering competition in the drilling fluids industry in
the State of Texas and the Gulf of Mexico until March 27, 2003. No additional
consideration was paid by Newpark for the noncompetition agreement. In
addition, Mr. Henderson entered into an employment agreement with a Newpark
subsidiary providing for his employment as president of the subsidiary's Permian
Basin business unit at a salary of $108,000 per year. The employment agreement
continues in effect until March 31, 2001, and automatically renews for
successive 12-month periods thereafter unless terminated by either party.
On May 28, 1998, Newpark acquired Optimum Fluids Inc., an Alberta
corporation, and its related company, Optimum Fluids (Sask.) Inc., a
Saskatchewan corporation (together "Optimum"), from their stockholders, Robert
E. Merkley, David G. McKay and Samuel T. Bachorick. In the acquisition, all of
the issued and outstanding shares of capital stock of Optimum were exchanged for
an aggregate of 281,000 shares of Newpark Common Stock, and each of Messrs.
Merkley, McKay and Bachorick entered into noncompetition agreements covering
competition in the drilling fluids industry in Canada until May 28, 2003. No
additional consideration was paid by Newpark for the noncompetition agreements.
Each of Messrs. Merkley, McKay and Bachorick also entered into employment
agreements with Newpark's Canadian subsidiary providing for their employment as
executives of such subsidiary at an annual salary of $132,000 (Cdn.) for Mr.
Merkley and $120,000 (Cdn.) for each of Messrs. McKay and Bachorick. Each
employment agreement continues in effect until May 31, 2001, and automatically
renews for successive 12-month periods thereafter unless terminated by either
party.
On May 29, 1998, Newpark acquired Houston Prime Pipe and Supply, Inc., a
Texas corporation ("Houston Prime"), from its sole stockholder, Frederick R.
Lausen, Jr. In the acquisition, all of the issued and outstanding shares of
capital stock of Houston Prime were exchanged for an aggregate of 420,000 shares
of Newpark Common Stock. In connection with the acquisition, Mr. Lausen entered
into a noncompetition agreement covering competition in the business of oil
company tubular goods and solids control and related services to the oil and gas
industry in the State of Texas and the Gulf of Mexico until May 29, 2002. No
additional consideration was paid by Newpark for the noncompetition
8
<PAGE>
agreement. In addition, Mr. Lausen entered into an employment agreement with a
Newpark subsidiary providing for his employment as vice-president of the
subsidiary's Drill Site Processing business unit at a salary of $90,000 per
year. The employment agreement continues in effect until May 31, 2001, and
automatically renews for successive 12-month periods thereafter unless
terminated by either party.
On June 17, 1998, Newpark acquired Mid-Continent Completion Fluids, Inc.,
an Oklahoma corporation ("Mid-Continent"), from its sole stockholder, Carl B.
Robertson. In the acquisition, all of the issued and outstanding shares of
capital stock of Mid-Continent were exchanged for $3,700,000 in cash and an
aggregate of 345,000 shares of Newpark Common Stock. In connection with the
acquisition, Mr. Robertson entered into a noncompetition agreement covering
competition in the drilling and completion fluids business and the E&P waste
disposal service business in the States of Arkansas, Colorado, Oklahoma and
Texas and the Gulf of Mexico. No additional consideration was paid by Newpark
for the noncompetition agreement. In addition, Mr. Robertson entered into an
employment agreement with a Newpark subsidiary providing for his employment as
general manager of the subsidiary's Mid-Continent Completion Fluids business
unit at a salary of $108,000 per year. The employment agreement continues in
effect until June 30, 2001, and automatically renew for successive 12-month
periods thereafter unless terminated by either party.
On June 30, 1998, Newpark acquired Cajun Oilfield Services, Inc., a
Louisiana corporation ("Cajun"), from its stockholders, DEL Corporation,
Angelle's Trucking & Materials, Inc. and P. Dale Ladner. In the acquisition,
all of the issued and outstanding shares of capital stock of Cajun were
exchanged for $200,000 in cash and an aggregate of 85,600 shares of Newpark
Common Stock. In connection with the acquisition, each of DEL Corporation and
P. Dale Ladner entered into noncompetition agreements covering competition in
the businesses of oilfield waste hauling, construction related to oilfield site
closure and the performance of zero discharge in the States of Louisiana and
Texas, and the Gulf of Mexico, until June 17, 2003.
On August 21, 1998, Newpark acquired Shamrock Drilling Fluids, Inc., an
Oklahoma corporation, Perry Trucking, Inc., an Oklahoma corporation, and Fiber
Products, Inc., an Oklahoma corporation (collectively, the "Shamrock
Companies"), from their stockholders, John M. Ireland and Michele L. Ireland, as
trustees and beneficial owners under their respective family trusts. In the
acquisition, all of the issued and outstanding shares of capital stock of the
Shamrock Companies were exchanged for $4,685,000 in cash and an aggregate of
673,773 shares of Newpark Common Stock. In connection with the acquisition,
each of John M. Ireland and Michele L. Ireland entered into a noncompetition
agreement covering competition in the drilling and completion fluids business in
the States of Arkansas, Colorado, Oklahoma and Texas and the Gulf of Mexico. No
additional consideration was paid by Newpark for the noncompetition agreements.
Each of Mr. and Ms. Ireland also entered into employment agreements with a
Newpark subsidiary providing for their employment as executives of such
subsidiary at an annual salary of $120,000 for Mr. Ireland and $80,000 for Ms.
Ireland. Each employment agreement continues in effect until June 30, 2001, and
automatically renews for successive 12-month periods thereafter unless
terminated by either party.
On August 28, 1998, Newpark acquired ProActa Environmental Services Inc.,
an Alberta corporation ("ProActa"), from its stockholders, 774387 Alberta Ltd.
and Gregory L Steger. In the acquisition, all of the issued and outstanding
shares of capital stock of ProActa were exchanged for $2,000,000 (Cdn.) in cash
and an aggregate of 550,000 shares of Newpark Common Stock. 774387 Alberta Ltd.,
Mr. Steger and the controlling stockholder of 774387, Richard J. Smith, also
entered into a noncompetition agreement covering competition in the drilling
fluids industry in Canada until August 28, 2003. No additional consideration was
paid by Newpark for the noncompetition agreement. Each of Messrs. Steger and
Smith also entered into employment agreements with Newpark's Canadian subsidiary
providing for their employment as executives of such subsidiary at an annual
salary of
9
<PAGE>
$132,000 (Cdn.) each. Each employment agreement continues in effect until July
31, 2000, and automatically renews for successive 12-month periods thereafter
unless terminated by either party.
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 each of the foregoing acquisition transactions, 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.
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 Selling Stockholders may offer their Shares at various time in one or
more of the following transactions:
. on the New York Stock Exchange;
. in the over-the-counter market;
. in transactions other than on such exchanges or in the over-the-
counter market;
. in connection with short sales of Newpark shares;
. by pledge to secure debts and other obligations;
. in connection with the writing of non-traded and exchange-traded call
options, in hedge transactions and in settlement of other transactions
in standardized or over-the-counter options; or
. in a combination of any of the above transactions.
The Selling Stockholders may sell their shares at market prices prevailing
at the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.
The Selling Stockholders may use broker-dealers to sell their shares. If
this happens, broker-dealers will either receive discounts or commissions from
the Selling Stockholders, or they will receive commissions from purchasers of
shares for whom they have acted as agents.
10
<PAGE>
- -------------------------------------- ---------------------------------------
NO ONE (INCLUDING ANY SALESMAN OR [LOGO HERE]
BROKER IS AUTHORIZED TO PROVIDE ORAL
OR WRITTEN INFORMATION ABOUT THIS
OFFERING THAT IS NOT INCLUDED IN THIS
PROSPECTUS. NEWPARK RESOURCES, INC.
------------------------
TABLE OF CONTENTS Page 1,473,673 SHARES
Available Information.............. 2
The Company........................ 3 COMMON STOCK
Risk Factors....................... 5 ($.01 PAR VALUE)
Selling Stockholders............... 7
Plan of Distribution............... 10
PROSPECTUS
OCTOBER , 1998
- -------------------------------------- ---------------------------------------
<PAGE>
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
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... $ 2,908.37
Printing costs........................................ 1,500.00
Legal fees............................................ 14,000.00
Accounting fees and expenses.......................... 1,000.00
Miscellaneous expenses................................ 1,000.00
----------
Total....................................... $20,408.37
==========
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
4.1 Form of certificate representing shares of the registrant's Common
Stock.(1)
5.1 Opinion of Ervin, Cohen & Jessup LLP.
23.1 Consent of Deloitte & Touche LLP.
24.1 Powers of Attorney (set forth on Page II-4).
__________
(1) Incorporated by reference from the registrant's Registration Statement on
Form S-1 (File No. 33-40716).
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.
II-2
<PAGE>
(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)(1)(i) and (A)(1)(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.
(4) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
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 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-3
<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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Metairie, State of Louisiana on October 7, 1998.
NEWPARK RESOURCES, INC.
By /s/ James D. Cole
---------------------------------------
James D. Cole, Chairman of the Board,
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints James D. Cole and Matthew W. Hardey, and
each of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or either of them, or his or their substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
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, President October 7, 1997
- --------------------------
James D. Cole and Chief Executive Officer
/s/ Matthew W. Hardey Vice President of Finance October 7, 1997
- --------------------------
Matthew W. Hardey and Chief Financial Officer
/s/ Wm. Thomas Ballantine Executive Vice President October 7, 1997
- --------------------------
Wm. Thomas Ballantine and Director
/s/ Dibo Attar Director October 7, 1997
- --------------------------
Dibo Attar
II-4
<PAGE>
/s/ W. W. Goodson Director October 7, 1997
- --------------------------
W. W. Goodson
/s/ David P. Hunt Director October 7, 1997
- --------------------------
David P. Hunt
/s/ Alan J. Kaufman Director October 7, 1997
- --------------------------
Dr. Alan J. Kaufman
/s/ James H. Stone Director October 7, 1997
- --------------------------
James H. Stone
II-5
<PAGE>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ----------- ------------
4.1 Form of certificate representing shares of the
registrant's Common Stock.(1)
5.1 Opinion of Ervin, Cohen & Jessup LLP.
23.1 Consent of Deloitte & Touche LLP.
24.1 Powers of Attorney (set forth on Page II-4).
__________
(1) Incorporated by reference from the registrant's Registration Statement
on Form S-1 (File No. 33-40716).
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF ERVIN, COHEN & JESSUP LLP APPEARS HERE]
0736-323
October 7, 1998
Newpark Resources, Inc.
3850 Causeway Boulevard
Suite 1770
Metairie, Louisiana 70002
Gentlemen:
You have advised us that Newpark Resources, Inc., a Delaware corporation
("Newpark"), is filing with the Securities and Exchange Commission a
Registration Statement on Form S-3 (the "Registration Statement") covering
resales of 1,473,673 shares of Newpark Common Stock by certain selling
stockholders. You have asked us to provide our opinion concerning the legality
of the securities to be sold pursuant to the Registration Statement.
Based upon our examination of the Registration Statement, the Certificate
of Incorporation and Bylaws of Newpark, the proceedings of the Board of
Directors of Newpark and such other documents as we have considered advisable,
we are of the opinion that the 1,473,673 shares of Newpark Common Stock to be
sold pursuant to the Registration Statement have been duly authorized and are
legally issued, fully paid and non-assessable shares of Newpark Common Stock.
We hereby consent to the use of this opinion in connection with the
Registration Statement to be filed by Newpark with the Securities and Exchange
Commission.
Very truly yours,
/s/ Ervin, Cohen & Jessup LLP
ERVIN, COHEN & JESSUP LLP
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Newpark Resources, Inc. on Form S-3 of our report dated March 27, 1998,
appearing in the Annual Report on Form 10-K of Newpark Resources, Inc. for the
year ended December 31, 1997.
/s/ DELOITTE & TOUCHE LLP
New Orleans, Louisiana
October 6, 1998
