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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
REGISTRATION STATEMENT
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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NEWPARK RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware 72-1123385
(State of incorporation or organization) (I.R.S. Employer Identification No.)
3850 North Causeway Boulevard, Suite 1770
Metairie, Louisiana 70002
(Address, including zip code, of principal executive offices)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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8 5/8% Senior Subordinated Notes New York Stock Exchange
Due 2007, Series B
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box.[ ]
Securities Act registration statement file number to which this form
relates: 333-45197.
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered.
A description of the 8 5/8% Senior Subordinated Notes Due 2007, Series B is
set forth under the caption "Description of the Exchange Notes" in the
Prospectus contained in the Registration Statement on Form S-4 (File No.
333-45197) filed by the registrant with the Securities and Exchange Commission
on January 29, 1998. The description of such securities set forth in the
Prospectus, and in any Prospectus relating to such Registration Statement filed
by the registrant with the Securities and Exchange Commission pursuant to any
amendment of such Registration Statement or pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, is incorporated herein by reference.
Item 2. Exhibits.
The following exhibits are incorporated by reference into this report.
3.1 Certificate of Incorporation, incorporated herein by reference from
the registrant's Registration Statement on Form S-1, File No.
33-40716, filed with the Securities and Exchange Commission on
June 21, 1991.
3.1.1 Certificate of Amendment to Certificate of Incorporation,
incorporated herein by reference from the registrant's Annual Report
on Form 10-K for the year ended December 31, 1995.
3.2 Bylaws, incorporated herein by reference from the registrant's
Registration Statement on Form S-1, File No. 33-40716, filed with the
Securities and Exchange Commission on June 21, 1991.
4.1 Indenture, dated as of December 17, 1997, among the registrant, each
of its subsidiaries named therein as guarantors (the "Guarantors")
and State Street Bank and Trust Company, as Trustee, relating to the
8 5/8% Senior Subordinated Notes Due 2007, Series B, incorporated
herein by reference from the registrant's Registration Statement on
Form S-4, File No. 333-45197, filed with the Securities and Exchange
Commission on January 29, 1998.
4.2 Form of the registrant's 8 5/8% Senior Subordinated Notes Due 2007,
Series B (contained in the Indenture incorporated herein by reference
as Exhibit 4.1).
4.3 Registration Rights Agreement, dated as of December 10, 1997, among
the registrant, each of the Guarantors, Merrill Lynch, Pierce, Fenner
& Smith Incorporated, Deutsche Morgan Grenfell Inc., and Salomon
Brothers Inc, incorporated herein by reference from the registrant's
Registration Statement on Form S-4, File No. 333-45197, filed with the
Securities and Exchange Commission on January 29, 1998.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 9, 1998 NEWPARK RESOURCES, INC.
By: /s/ James D. Cole
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Name: James D. Cole
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Title: Chairman of the Board
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