<PAGE>
As filed with the Securities and Exchange Commission on April 21, 1998
Registration No. 333- 25413
================================================================================
SECURITIES AND EXCHANGE COMMISSION
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------------
NEWPARK RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware 72-1123385
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
3850 NORTH CAUSEWAY, SUITE 1770
Metairie, Louisiana 70002
(504) 838-8222
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
----------------------------
JAMES D. COLE, PRESIDENT
Newpark Resources, Inc.
3850 North Causeway, Suite 1770
Metairie, Louisiana 70002
(504) 838-8222
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
HOWARD Z. BERMAN, ESQ.
Ervin, Cohen & Jessup LLP
9401 Wilshire Boulevard, 9th Floor
Beverly Hills, California 90212
(310) 273-6333
----------------------------
Approximate date of proposed sale to the public: As soon as practicable
after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
----------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
This Post-Effective Amendment No. 1 is being filed to amend the
Registration Statement on Form S-3 (No. 333-25413), filed with the Securities
and Exchange Commission (the "Commission") on April 18, 1997, as amended by
Amendment No. 1 to such Registration Statement, filed with the Commission on May
27, 1997 (such Registration Statement, as so amended, the "Registration
Statement"), pursuant to which Newpark Resources, Inc., a Delaware corporation
(the "Registrant"), registered 400,000 shares (as adjusted to give effect to a
two-for-one stock split effective May 30, 1997 and a 100% stock dividend paid to
the Registrant's stockholders on November 26, 1997) of its common stock, $0.01
par value ("Common Stock"), on behalf of the selling stockholders named therein
(the "Selling Stockholders"). The Commission declared the Registration
Statement effective on May 28, 1997.
Pursuant to the terms of the Registration Rights Agreement, dated February
28, 1997, between the Registrant and each of the stockholders of Sampey Bilbo
Meschi Drilling Fluids Management, Inc., the Registrant's obligation to maintain
the effectiveness of the Registration Statement has expired. Accordingly, this
Post-Effective Amendment No. 1 is being filed to deregister the shares of Common
Stock which remain unsold by the Selling Stockholders on the date hereof.
<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 Post-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Metairie, State of
Louisiana on April 20, 1998.
NEWPARK RESOURCES, INC.
By /s/ James D. Cole
------------------------------------
James D. Cole, Chairman of the Board,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- -------- ------
<S> <C> <C>
/s/ James D. Cole Chairman of the Board, President April 20, 1998
- ----------------------------- and Chief Executive Officer
James D. Cole
Matthew W. Hardey* Vice President of Finance April 20, 1998
- ----------------------------- and Chief Financial Officer
Matthew W. Hardey
Wm. Thomas Ballantine* Executive Vice President April 20, 1998
- ----------------------------- and Director
Wm. Thomas Ballantine
Dibo Attar* Director April 20, 1998
- -----------------------------
Dibo Attar
W.W. Goodson* Director April 20, 1998
- -----------------------------
W. W. Goodson
David P. Hunt* Director April 20, 1998
- -----------------------------
David P. Hunt
Dr. Alan J. Kaufman* Director April 20, 1998
- -----------------------------
Dr. Alan J. Kaufman
James H. Stone* Director April 20, 1998
- -----------------------------
James H. Stone
</TABLE>
*By: /s/ James D. Cole
----------------------------------
James D. Cole as
Attorney-In-Fact
