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As filed with the Securities and Exchange Commission on June 23, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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NEWPARK RESOURCES, INC.
(Exact name of registrant as specified in its charter)
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Delaware 72-1123385
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
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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)
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JAMES D. COLE
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
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
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Approximate date of proposed sale to the public: From time to time
after this Registration Statement becomes effective, as determined by market
conditions.
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. [ ]
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CALCULATION OF REGISTRATION FEE
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Title of each class of Proposed Proposed maximum
securities to be Amount to be maximum offering aggregate offering Amount of
registered registered(1) price per unit(2) price(2) registration fee
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Common Stock, $.01
par value 7,967,742 Shares $8.0625 $64,239,920 $16,959.34
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(1) The shares of common stock that may be offered pursuant to this
Registration Statement consist of 6,067,742 shares issuable upon
conversion of and as dividends upon 120,000 shares of Series B
Convertible Preferred Stock and 1,900,000 shares of common stock
issuable upon exercise of a warrant. For purposes of estimating the
number of shares of common stock to be included in this Registration
Statement, we included (a) 5,806,452 shares, representing 150% of the
number of shares of common stock issuable upon conversion of the Series
B Convertible Preferred Stock, determined as if the Series B
Convertible Preferred Stock were converted in full at a conversion
price of $7.75; plus (b) 261,290 shares, representing 150% of the
number of shares of common stock issuable as dividends on the Series B
Convertible Preferred Stock within one year from June 22, 2000,
assuming the price used to calculate this number of shares was $7.75
per share; plus (c) 1,900,000 shares, representing 100% of the number
of shares of common stock issuable upon exercise of the warrant.
Pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of shares of
common stock issuable upon conversion of or as dividends on the Series
B Convertible Preferred Stock and upon exercise of the warrant by
reason of stock splits, stock dividends and other anti-dilution
adjustments.
(2) Estimated solely for purposes of calculating the amount of the
registration fee pursuant to Rule 457(c) and (g), based on the average
of the high and low prices for shares of the registrant's common stock,
as reported by The New York Stock Exchange, on June 20, 2000
($8.0625).
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PROSPECTUS SUBJECT TO COMPLETION, DATED JUNE 23, 2000
[GRAPHIC]
7,967,742 SHARES
NEWPARK RESOURCES, INC.
COMMON STOCK
($.01 par value)
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From time to time, the selling stockholder identified in the "Selling
Stockholder" section on page 12 of this prospectus may offer and sell, by using
this prospectus, up to 7,967,742 shares of our common stock.
Our common stock is listed on The New York Stock Exchange under the
symbol "NR". On June 21, 2000, the last reported sale price of our common stock
on The New York Stock Exchange was $8.88 per share.
The offering price for the common stock may be the market price for our
common stock prevailing at the time of sale, a price related to the prevailing
market price, at negotiated prices or such other price as the selling
stockholder determines from time to time.
BEFORE PURCHASING ANY OF THE SHARES OF COMMON STOCK COVERED BY THIS
PROSPECTUS, YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 5
OF THIS PROSPECTUS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED THAT THIS
PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus is June , 2000.
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TABLE OF CONTENTS
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The Company.............................................................................................. 3
Risk Factors............................................................................................. 5
Forward Looking Statements............................................................................... 12
Use of Proceeds........................................................................................... 12
Selling Stockholder...................................................................................... 12
Plan of Distribution..................................................................................... 14
Where You Can Find More Information..................................................................... 15
Legal Matters........................................................................................... 16
Experts................................................................................................. 17
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THE COMPANY
GENERAL
Newpark Resources, Inc. is a leading provider of proprietary
environmental services to the oil and gas exploration and production industry.
We operate primarily in the U.S. Gulf Coast market. We provide, either
individually or as part of a comprehensive package, the following services:
o we sell drilling fluids and provide associated engineering and
technical services;
o we install, rent and sell patented hardwood and composite
interlocking mats used for temporary access roads and work
sites in oilfield and other construction applications;
o we sell lumber, timber and wood by-products
o we process and dispose of oilfield exploration and production,
or E&P, waste;
o we provide other related on-site environmental and oilfield
construction services; and
o we process and dispose of non-hazardous wastes for the
refining, petrochemical and manufacturing industry in the U.S.
Gulf Coast market.
We offer our drilling fluids, fluids processing and management and
waste disposal services in an integrated package we call "Minimization
Management(TM)". This allows our customers to consolidate their outsourced
services and reduce the number of vendors used. It can also speed up the
drilling process while reducing the amount of waste that must be disposed of. We
believe our Minimization Management(TM) program differentiates us from our
competitors and increases the efficiencies of our customers' drilling
operations.
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 recently introduced a new, high-performance,
water-based fluid system using these products, and we call this system
DeepDrill(TM). We believe that these new products will make it easier for our
customers to comply with increasingly strict environmental regulations affecting
their drilling operations and improve the economics of the drilling process.
In addition to the U.S. Gulf Coast market, in 1998, we expanded our
drilling fluids operations into west Texas, the U.S. Mid-continent, the U.S.
Rockies and western Canada by acquiring several drilling fluids companies. We
have the service infrastructure necessary to participate in the drilling fluids
market in these regions. We also have our own barite grinding capacity to
provide critical raw materials for our drilling fluids operations, primarily in
the U.S. Gulf Coast Market.
In our mat rental business, we use patented interlocking wooden and
composite 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 and are typically rented to
the customer. Occasionally, however, we sell the mats to the customer for
permanent
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access to a site or facility. Since 1994, we also have marketed mat services for
use in constructing and maintaining 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 western Canada.
We recently started using our new DuraBase(TM) composite plastic mat,
primarily in our U.S. Gulf Coast market. We believe the DuraBase(TM) mat will in
many applications replace our traditional wooden mats. We believe the new
plastic mats provide significant economic benefits to us because they are
lighter, stronger, require less repair and last longer than our wooden mats. We
also are currently exploring selling these mats to various governmental
agencies, which we believe view the strength, durability and shelf life of our
composite mats as an advantage over traditional wooden mats.
Most of the E&P waste received by us is processed and then injected
into environmentally secure geologic formations deep underground. Some waste is
delivered to surface disposal facilities. We also can process E&P waste into a
product which is used as daily cover material or cell liner and construction
material at two municipal waste landfills, although we do not currently use this
method for a significant volume of waste.
Since 1994, we have been licensed to process E&P waste contaminated
with naturally occurring radioactive material, or 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. Since July 1999, we also have been
operating a facility adjacent to our NORM facility to dispose of non-hazardous
industrial waste produced by the petrochemical processing and refining
industries. This facility uses the same waste disposal technology as we use for
E&P waste and NORM waste disposal.
We also provide other services for our customers' oil and gas
exploration and production activities. These services include the following:
o site assessment;
o waste pit design;
o construction and installation;
o regulatory compliance assistance;
o site remediation and closure; and
o oilfield construction services, including hooking up and
connecting wells and installing production equipment.
We were originally 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.
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RISK FACTORS
In addition to the other information in this prospectus, including the
information which we have incorporated by reference into this prospectus, you
should consider carefully the risk factors described below relating to our
business before you decide to buy any of the shares offered by this prospectus.
OUR BUSINESS IS DEPENDENT ON THE LEVEL OF OIL AND GAS EXPLORATION AND PRODUCTION
AND THE INDUSTRY'S WILLINGNESS TO SPEND CAPITAL ON ENVIRONMENTAL AND OILFIELD
SERVICES.
Prices for oil and natural gas are volatile and this volatility affects
the demand for our services. A material decline in oil or natural gas prices or
activities, such as has occurred during 1998, could materially affect the demand
for our services and, therefore, our consolidated financial statements. We
cannot provide you with any assurances as to future levels of oil and gas
exploration and production. We also cannot guarantee that demand for our
services will reflect the level of these activities. We will continue to be
impacted by changes in oil and gas supply and demand, which are generally
affected by the following factors:
o Oil and gas prices;
o Expectations about future prices;
o The cost to explore for, produce and deliver oil and gas;
o The discovery rate for new oil and gas reserves;
o The ability of oil and gas companies to raise capital;
o Domestic and international political, military, regulatory and
economic conditions; and
o Government regulations regarding, among other things,
environmental protection, taxation, price controls and product
allocation
We cannot make any assurances as to the level of future oil and gas
industry activity or demand for our services and products.
OUR OPERATING RESULTS HAVE FLUCTUATED DURING RECENT YEARS AND THESE FLUCTUATIONS
MAY CONTINUE.
We have experienced in the past, any may continue to experience in the
future, fluctuations in our yearly and quarterly operating results. We cannot
assure you that we will realize expected earnings growth or that earnings in any
particular year or quarter will not fall short of either a prior fiscal year or
quarter or investors' expectations. The following factors, in addition to others
not listed, may affect our operating results in the future:
o fluctuations in the oil and gas industry;
o competition;
o the ability to manage and control our operating costs;
o the rate of acceptance of our new drilling fluids products and
our new composite mats;
o our ability to efficiently integrate and operate businesses
that we have recently acquired; and
o the ability to identify strategic acquisitions at reasonable
prices.
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WE ARE HIGHLY LEVERAGED AND HAVE SIGNIFICANT DEBT SERVICE REQUIREMENTS.
Our balance sheet is highly leveraged given our present operating
level. We have significant interest expense and principal payment obligations
under our senior subordinated notes and our credit facility. Our ability to meet
our debt service requirements and comply with the covenants in our various debt
agreements, including the indenture governing our senior subordinated notes,
will depend on our future performance. This, in turn, is subject to the volatile
nature of the oil and gas industry, and to competitive, economic, financial and
other factors that are beyond our control. If we are unable to obtain sufficient
cash flow from operations or obtain other financing in the future to service our
debt, we may be required to sell assets, reduce capital expenditures or
refinance all or a portion of our existing debt. There can be no assurance that
any such financing can be obtained, particularly in view of the restrictions on
our ability to incur additional debt under the indenture governing our senior
subordinated notes, and the fact that substantially all of our assets are
pledged to secure our credit facility. As a result, the value of the common
stock could be significantly impaired.
WE ARE SUBJECT TO RESTRICTIONS IMPOSED BY THE TERMS OF OUR INDEBTEDNESS.
The indenture governing the terms of our senior subordinated notes
contains certain covenants limiting our ability to take certain actions, subject
to specified exceptions. These covenants include limitations on our ability to:
o incur additional debt;
o pay dividends and redeem capital stock;
o make certain investments;
o issue any capital stock of our subsidiaries;
o create any liens or other restrictions affecting our
subsidiaries;
o issue any guarantees;
o enter into transactions with any of our affiliates; and
o sell assets, merge or consolidate.
A breach of any of these covenants could result in an event of default
under the indenture. In addition, our credit facility contains other restrictive
covenants and requires us to satisfy certain financial tests. Our ability to
comply with these covenants and to satisfy these financial tests may be affected
by events beyond our control. A breach of any of these covenants could result in
an event of default under the indenture and our credit facility. If there is a
default under our credit facility, the lenders under the credit facility could
elect to declare all amounts borrowed, together with accrued interest, to be
immediately due and payable. These lenders also could terminate all commitments
under the credit facility and enforce their rights to their security interests
on substantially all of our assets. In addition, a default under our credit
facility could constitute a cross-default under the indenture, and a default
under the indenture could constitute a cross-default under our credit facility.
WE HAVE HIGH LEVELS OF FIXED COSTS.
Our business has high fixed costs, and downtime or low productivity due
to reduced demand, weather interruptions, equipment failures or other causes can
result in significant operating losses.
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WE MAY NOT BE ABLE TO SUCCESSFULLY INTEGRATE OUR CURRENT OR FUTURE ACQUISITIONS
INTO OUR OPERATIONS OR BE ABLE TO IDENTIFY SUITABLE FUTURE ACQUISITION
CANDIDATES.
There can be no assurance that we will be able to profitably manage the
companies that we have acquired over the past few years or that we will be able
to successfully integrate these companies into our existing operations. We also
cannot provide any assurance that these companies will achieve sales and
profitability levels that justify our investment in them. Going forward, we may
not be able to identify suitable candidates to acquire or enter into joint
venture or other arrangements with, or we may not be able to obtain financing on
satisfactory terms for those activities. In addition, if we acquire a company,
we could have difficulty assimilating the personnel and operations of the
acquired company, which could prevent us from realizing expected synergies.
THE MARKET FOR OUR PRODUCTS AND SERVICES IS CHARACTERIZED BY CONTINUAL AND RAPID
TECHNOLOGICAL DEVELOPMENTS.
The market for our products and services is characterized by continual
and rapid technological developments that have resulted in, and will likely
continue to result in, substantial improvements in product functions and
performance. Our future success and profitability are dependent upon our ability
to:
o improve our existing product lines;
o address the increasingly sophisticated needs of our customers;
o maintain a reputation for technological leadership; and
o maintain market acceptance of our products and services.
We also believe that our success will depend on our ability to
anticipate changes in technology and industry standards and to respond to
technological developments on a timely basis, either internally or through
strategic alliances. Current competitors or new market entrants may develop new
technologies, products or standards that could render some of our products or
services obsolete. We may not be successful in developing and marketing, on a
timely and cost-effective basis, product enhancements or new products that
respond to technological developments, that are accepted in the marketplace or
that comply with industry standards.
SHORTAGES OF CRITICAL EQUIPMENT AND PERSONNEL TRAINED TO OPERATE THIS EQUIPMENT
MAY LIMIT THE LEVEL OF DRILLING ACTIVITY IN THE OIL AND GAS INDUSTRY.
We will continue to be affected by possible shortages of critical
equipment necessary to explore for, produce or deliver oil and gas. There also
may be a shortage of qualified personnel necessary to operate this equipment.
Shortages in either of these areas could limit the amount of drilling activity
and the demand for our services. This reduced demand could have a material
adverse effect on our consolidated financial statements.
IF WE LOSE KEY PERSONNEL OR ARE UNABLE TO HIRE ADDITIONAL QUALIFIED PERSONNEL,
WE MAY NOT BE SUCCESSFUL.
Our future success depends on our ability to retain our highly-skilled
engineers and technical sales and service personnel. The market for these
employees is very competitive, and if we cannot
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continue to attract and retain quality personnel, our ability to compete
effectively and to grow our business will be severely limited. We expect that as
conditions improve in the oil and gas market generally, the supply of qualified
personnel in the oilfield service industry could tighten substantially.
Furthermore, attracting and retaining qualified personnel in our industry
typically requires attractive compensation packages. A significant increase in
the wages paid by competing employers could result in a reduction in our skilled
labor force, increases in the rates of wages we must pay, or both. Our success
also depends upon the continuing contributions of our key executive officers,
many of whom would be difficult to replace, including James D. Cole, our
Chairman, President and Chief Executive Officer. None of our executive officers
is covered by a long-term employment contract, and we cannot assure you as to
how long they will remain with our organization. We also do not have key man
life insurance policies on any of our personnel.
A RECISION OR RELAXATION OF GOVERNMENT REGULATIONS COULD AFFECT THE DEMAND FOR
OUR SERVICES.
We believe that the demand for our principal environmental services is
directly related to regulation of E&P waste. If these regulations were rescinded
or relaxed, or governmental authorities failed to enforce these regulations, we
could see a decrease in the demand for our services. This decrease in demand
could materially affect our consolidated financial statements. We may also be
affected adversely 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. If the
exemption covering this type of E&P waste is repealed or modified, we could be
required to alter significantly our method of doing business. We also could be
required to change the way we do business if the regulations interpreting the
rules regarding the treatment or disposal of E&P waste or NORM waste were
changed. If we are required to make such a change, it could have a material
adverse effect on our consolidated financial statements.
WE CANNOT PROVIDE YOU WITH ANY ASSURANCES THAT OUR PATENTS OR OTHER PROPRIETARY
TECHNOLOGY WILL GIVE US A MEANINGFUL COMPETITIVE ADVANTAGE.
We hold U.S. and foreign patents for certain of our drilling fluids
systems and mat systems. We also hold U.S. patents on certain aspects of our
system to process and dispose of E&P waste, including E&P waste that is
contaminated with NORM. However, these patents are not a guarantee that we will
have a meaningful advantage over our competitors. Our business could be
negatively impacted by future technological change and innovation. It is
possible that future innovation could change the way companies drill for oil and
gas, reduce the amount of waste that is generated from drilling activities or
create new methods of disposal or new types of drilling fluids.
WE FACE INTENSE COMPETITION IN OUR EXISTING MARKETS AND EXPECT TO FACE TOUGH
COMPETITION IN ANY MARKETS INTO WHICH WE SEEK TO EXPAND.
E&P waste processing is a relatively new industry. We expect that
competition in this market will increase as the industry develops. In the
meantime, we would expect to encounter significant competition if we try to
expand into new geographic areas or if we introduce new 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 developed
and marketed
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successfully by others. We also face competition from efforts by oil and gas
producing customers to improve their own methods of disposal. By doing so, they
can reduce or eliminate the need to use third party E&P waste disposal companies
like us. Our ability to expand our business or increase prices will also be
affected by future technological change and innovation, which could affect our
customers' decisions to use their own methods of disposal. We also face
competition in the drilling fluids market, where there are several companies
larger than us that may have both lower capital costs and greater geographic
coverage. There also are numerous smaller companies competing against us in the
drilling fluids market. These companies may have a lower total cost structure.
WE COULD BE ADVERSELY AFFECTED IF WE FAIL TO COMPLY WITH ANY OF THE NUMEROUS
FEDERAL, STATE AND LOCAL LAWS, REGULATIONS AND POLICIES THAT GOVERN
ENVIRONMENTAL PROTECTION, ZONING AND OTHER MATTERS APPLICABLE TO OUR BUSINESS.
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, we may be required to make significant unanticipated
capital and operating expenditures. There is no assurance that our operations
will continue to comply with future laws and regulations. Governmental
authorities may seek to impose fines and penalties on us or to revoke or deny
the issuance or renewal of operating permits for failure to comply with
applicable laws and regulations. Under these circumstances, we might be required
to reduce or cease operations or conduct site remediation or other corrective
action. Any of these results could have a material adverse effect on our
consolidated financial statements.
OUR BUSINESS EXPOSES US TO POTENTIAL ENVIRONMENTAL LIABILITY.
Our business exposes us to the risk that harmful substances may escape
into the environment, which could result in:
o personal injury or loss of life;
o severe damage to or destruction of property; or
o environmental damage and suspension of operations
Our current and past activities, as well as the activities of our
former divisions and subsidiaries, could result in our facing substantial
environmental, regulatory and other liabilities. This could include the costs of
cleanup of contaminated sites and site closure obligations. These liabilities
could also be imposed on the basis of one or more of the following theories:
o negligence;
o strict liability;
o breach of contract with customers; or
o our contractual agreements to indemnify our customers in the
normal course of our business.
Certain aspects of the technology we use in our injection wells have
not been used before by others. The future performance of this technology is
uncertain.
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WE MAY NOT HAVE ADEQUATE INSURANCE FOR POTENTIAL ENVIRONMENTAL LIABILITIES.
While we maintain liability insurance, this insurance is subject to
coverage limits. In addition, certain policies do not provide coverage for
damages resulting from environmental contamination. We face the following risks
with respect to our insurance coverage:
o we may not be able to continue to obtain insurance on
commercially reasonable terms or at all;
o we may be faced with types of liabilities that will not be
covered by our insurance;
o our insurance carriers may not be able to meet their
obligations under the policies; or
o the dollar amount of any liabilities may exceed our policy
limits.
Even a partially uninsured claim, if successful and of significant
size, could have a material adverse effect on our consolidated financial
statements.
WE ARE SUBJECT TO RISKS ASSOCIATED WITH OUR INTERNATIONAL OPERATIONS.
We have significant operations in Canada and may seek to expand to
other areas outside the United States in the future. International operations
are subject to a number of risks and uncertainties, including:
o difficulties and cost associated with complying with a wide
variety of complex foreign laws, treaties and regulations;
o unexpected changes in regulatory environments;
o inadequate protection of intellectual property in foreign
countries;
o legal uncertainties, timing delays and expenses associated
with tariffs, export licensees and other trade barriers;
o difficulties enforcing agreements and collecting receivables
through foreign legal systems;
o tax rates in foreign countries that may exceed those of the
United States and foreign earnings that may be subject to
withholding requirements, tariffs or other restrictions;
o exchange controls or other limitations on international
currency movements;
o fluctuations in foreign currency exchange rates; and
o political and economic instability.
Our success will be dependent, in part, on our ability to anticipate
and effectively manage these and other risks. Any of these factors could impair
our ability to expand into international markets and could prevent us from
increasing our revenue and our profitability and meeting our growth objectives.
THE RIGHTS OF THE HOLDERS OF OUR OUTSTANDING SHARES OF PREFERRED STOCK, AND THE
RIGHTS OF HOLDERS OF ANY ADDITIONAL SHARES OF PREFERRED STOCK THAT MAY BE ISSUED
BY US, COULD ADVERSELY AFFECT THE RIGHTS OF HOLDERS OF OUR COMMON STOCK.
We currently have outstanding 150,000 shares of Series A Cumulative
Perpetual Preferred Stock and 120,000 shares of Series B Convertible Preferred
Stock. These shares of preferred stock have dividend and liquidation preferences
superior to those of the common stock, as well as
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specified rights in connection with mergers and other business combination
transactions in which we may be involved. In addition, our Board of Directors
may issue up to 730,000 additional shares of preferred stock without further
stockholder approval and with voting, dividend or liquidation rights that could
adversely affect your rights as common stockholders. These shares of preferred
stock could delay, deter or prevent a change in control of Newpark or other
corporate action. This could discourage premium bids for our common stock.
OUTSTANDING PREFERRED STOCK AND WARRANTS COULD RESULT IN POTENTIAL DILUTION AND
IMPAIR THE PRICE OF OUR COMMON STOCK.
To the extent that our outstanding shares of preferred stock are
converted into common stock or outstanding warrants to purchase common are
exercised, our existing common stockholders will experience dilution in their
percentage ownership interests. So long as the preferred stock and warrants are
outstanding, the holders of the preferred stock and the warrants will have the
opportunity to profit from a rise in the price of our common stock. The
additional shares of common stock available for sale upon conversion of the
preferred stock or exercise of the warrants may have a negative impact on the
price and liquidity of the outstanding common stock. In addition, sales by the
selling stockholder or others of substantial amounts of our common stock in the
public market, or the perception that these sales might occur, could depress the
price of our common stock. We cannot predict if or when the selling stockholder
or others may sell our common stock in the open market. The selling stockholder
has the sole discretion to determine the timing, structure and all terms of any
disposition of our common stock, all of which could affect the market price of
our common stock.
THE MARKET PRICE OF OUR COMMON STOCK IS SUBJECT TO FLUCTUATION.
The market price of our common stock may fluctuate depending on a
number of factors. These include the general economy, stock market conditions,
general trends in the oilfield service industry, announcements made by us or our
competitors and variations in our operating results.
WE DO NOT PLAN TO PAY ANY DIVIDENDS ON OUR COMMON STOCK.
We have paid no dividends on our common stock, and we cannot assure you
that we will achieve sufficient earnings to pay cash dividends on our common
stock in the future. Further, we intend to retain earnings to fund our
operations. Additionally, the indenture governing our senior subordinated notes
and our credit facility restrict our ability to pay dividends and make other
distributions. Therefore, we do not anticipate paying any cash dividends on our
common stock for the foreseeable future.
11
<PAGE> 13
FORWARD-LOOKING STATEMENTS
Some of the statements contained in or incorporated by reference in
this prospectus discuss our plans and strategies for our business or state other
forward-looking statements, as this term is defined in the Private Securities
Litigation Reform Act. The words "anticipates," "believes," "estimates,"
"expects," "plans," "intends" and similar expressions are intended to identify
these forward-looking statements but are not the exclusive means of identifying
them. These forward-looking statements reflect the current views of our
management; however, various risks, uncertainties and contingencies, including
the risk factors discussed above, could cause our actual results, performance or
achievements to differ materially from those expressed in, or implied by, these
statements, including the success or failure of our efforts to implement our
business strategy.
We assume no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks, uncertainties and assumptions, the forward-looking
events discussed in or incorporated by reference in this prospectus might not
occur. In addition to the disclosure contained in this prospectus, you should
carefully review any disclosure of risks and uncertainties contained in other
documents we file or have filed from time to time with the SEC according to the
Securities Exchange Act of 1934.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock by
the selling stockholder. The selling stockholder will receive all of the net
proceeds from any sale of the shares of common stock being sold by the selling
stockholder pursuant to this prospectus. However, we will receive up to
$19,142,500 upon payment of the exercise price for the common stock underlying
the warrant if all of the warrant is exercised. We will use these proceeds, if
any, for working capital and general corporate purposes.
SELLING STOCKHOLDER
The 7,967,742 shares of our common stock offered by this prospectus are
being offered for the account of the selling stockholder, Fletcher International
Limited. These shares consist of the following:
o Up to 6,067,742 shares of our common stock issuable upon
conversion of our Series B Convertible Preferred Stock and as
dividends on the Series B Convertible Preferred Stock; and
o Up to 1,900,000 shares of our common stock issuable upon
exercise of a warrant.
We issued the Series B Convertible Preferred Stock and the warrant to
the selling stockholder in a private placement transaction. We are registering
the shares of common stock issuable with respect to the Series B Convertible
Preferred Stock and the warrant to permit the selling stockholder and its
pledgees, donees, transferees or other successors-in-interest that receive their
shares from the selling stockholder as a gift, distribution or other non-sale
related transfer after the date of this prospectus to resell the shares when
they deem appropriate.
12
<PAGE> 14
Pursuant to the terms of the agreement by which the selling stockholder
acquired the Series B Convertible Preferred Stock and the warrant, the shares of
Series B Convertible Preferred Stock are convertible, and the warrant is
exercisable, only to the extent that the number of shares of common stock
initially issuable upon such conversion or exercise, together with the number of
shares of common stock already owned by the holder and its affiliates (but not
including shares of common stock underlying unconverted shares of the Series B
Convertible Preferred Stock or the unexercised portion of the warrant held by
such holder and its affiliates) would not exceed 9.75% of the then outstanding
shares of our common stock, subject to exceptions contained in the agreement
between us and the selling stockholder.
The following table provides certain information with respect to the
selling stockholder, including the selling stockholder's beneficial ownership of
our common stock as of June 22, 2000, and as adjusted to give effect to the sale
of the shares offered by this prospectus. We believe that the selling
stockholder has sole voting and investment power with respect to the shares of
common stock listed in the table. The shares of common stock offered by this
prospectus may be offered from time to time by the selling stockholder named
below or its nominees.
<TABLE>
<CAPTION>
SHARES OF COMMON SHARES OF SHARES OF COMMON
STOCK OWNED COMMON STOCK STOCK OWNED
NAME PRIOR TO OFFERING(1) TO BE SOLD(2) AFTER OFFERING
---- -------------------- ------------- ----------------
<S> <C> <C> <C>
Fletcher International Limited............. 7,967,742 7,967,742 0
</TABLE>
----------
(1) Includes (a) 6,067,742 shares of our common stock issuable upon
conversion of our Series B Convertible Preferred Stock and as dividends
on the Series B Convertible Preferred Stock and (b) 1,900,000 shares of
our common stock issuable upon exercise of a warrant.
(2) The actual number of shares of our common stock offered by this
prospectus and included in the Registration Statement of which this
prospectus is a part includes, pursuant to Rule 416 under the
Securities Act of 1933, such additional number of shares of our common
stock which may be issuable as dividends on or upon conversion of the
Series B Convertible Preferred Stock or upon exercise of the warrant to
prevent dilution resulting from stock splits, stock dividends or other
similar transactions.
In the agreement pursuant to which the selling stockholder acquired the
Series B Preferred Stock and the Warrant, we granted the selling stockholder
certain rights with respect to the registration under the Securities Act of the
shares of our common stock issuable with respect to those securities. The shares
offered by this prospectus are being registered pursuant to these registration
rights. In accordance with the terms of these registration rights, we will pay
substantially all of the expenses of this offering, including the printing,
legal and accounting expenses we incur and the registration and filing fees
imposed by the SEC and The New York Stock Exchange. The selling stockholder will
be indemnified by us against certain civil liabilities, including certain
liabilities under the Securities Act of 1933, or will be entitled to
contribution from us in connection with these liabilities. We also will be
indemnified by the selling stockholder against certain civil liabilities,
including certain liabilities under the Securities Act of 1933, or will be
entitled to contribution from the selling stockholder in connection with these
liabilities.
13
<PAGE> 15
The acquisition transaction with the selling stockholder was negotiated
at arms' length. We believe that the terms of this transaction were commercially
reasonable in the circumstances.
PLAN OF DISTRIBUTION
The selling stockholder may sell the shares of common stock described
in this prospectus directly or through underwriters, broker-dealers or agents.
The selling stockholder may also transfer, devise or gift its shares by other
means not described in this prospectus. As a result, pledgees, donees,
transferees or other successors in interest that receive such shares as a gift,
distribution or other non-sale related transfer may offer shares of common
stock. Because the selling stockholder may be deemed to be an "underwriter"
within the meaning of Section 2(11) of the Securities Act of 1933, the selling
stockholder will be subject to the prospectus delivery requirements of the
Securities Act of 1933. In addition, if any shares covered by this prospectus
qualify for sale pursuant to Rule 144 under the Securities Act, the selling
stockholder may sell such shares under Rule 144 rather than pursuant to this
prospectus.
The selling stockholder, or its pledgees, donees or other successors in
interest, may sell the shares of common stock offered by this prospectus from
time to time in one or more transactions:
o at fixed prices that may be changed;
o at market prices prevailing at the time of sale;
o at prices related to prevailing market prices or at negotiated
prices; or
o at other prices as determined by the selling stockholder from
time to time.
The selling stockholder, or its pledgees, donees or other successors in
interest, may sell the shares of common stock offered by this prospectus from
time to time in one or more of the following transactions:
o on The New York Stock Exchange or any other national
securities exchange or quotation service on which the common
stock may be listed or quoted at the time of sale;
o in the over-the-counter market;
o in privately negotiated transactions;
o in an underwritten offering;
o by pledge to secure debts and other obligations;
o through block transactions;
o by a combination of the above methods of sale; or
o to cover short sales, equity swaps, options or other
derivative security or hedging transactions made pursuant to
this prospectus.
In effecting sales, brokers or dealers engaged by the selling
stockholder may arrange for other brokers or dealers to participate in the
resales. The selling stockholder may enter into hedging transactions with
broker-dealers, and in connection with those transactions, broker-dealers may
engage in short sales of the shares. The selling stockholder also may sell
shares short and deliver the shares to close out these short positions. The
selling stockholder also may enter into option or other transactions with
broker-dealers that require the delivery to the broker-dealer of the shares,
which the broker-dealer may resell pursuant to this prospectus. The selling
stockholder also may pledge
14
<PAGE> 16
the shares to a broker or dealer, and upon a default, the broker or dealer may
effect sales of the pledged shares pursuant to this prospectus.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from the selling stockholder.
Broker-dealers or agents may also receive compensation from the purchasers of
the shares for whom they act as agents or to whom they sell as principals, or
both. Compensation as to a particular broker-dealer might be in excess of
customary commissions and will be in amounts to be negotiated in connection with
the sale. Market makers and block purchasers purchasing the shares will do so
for their own account and at their own risk. It is possible that the selling
stockholder will attempt to sell shares of common stock in block transactions to
market makers or other purchasers at a price per share which may be below the
then market price. There can be no assurance that all or any part of the shares
offered by this prospectus will be issued to, or sold by, the selling
stockholder. The selling stockholder will bear all commissions and discounts, if
any, attributable to the sales of the shares. The selling stockholder may agree
to indemnify any broker-dealer or agent that participates in transactions
involving sales of the shares against specific liabilities, including
liabilities arising under the Securities Act of 1933.
The SEC may deem the selling stockholder and any underwriters,
broker-dealers or agents that participate in the distribution of the shares of
common stock to be "underwriters" within the meaning of the Securities Act of
1933. The SEC may deem any profits on the resale of the shares of common stock
and any compensation received by any underwriter, broker-dealer or agent to be
underwriting discounts or commissions under the Securities Act of 1933.
Upon a sale of common stock pursuant to the Registration Statement of
which this prospectus forms a part, the common stock will be freely tradable in
the hands of persons other than our affiliates.
Under the Securities Exchange Act of 1934, any person engaged in the
distribution of the shares of common stock may not simultaneously engage in
market-making activities with respect to the common stock for five business days
prior to the start of the distribution. In addition, the selling stockholder and
any other person participating in a distribution will be subject to the
Securities Exchange Act of 1934, which may limit the timing of purchases and
sales of common stock by the selling stockholder or any such other person.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the public reference facilities maintained by the SEC at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following regional offices of
the SEC: 7 World Trade Center, Suite 1300, New York, New York 10048; and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
You can obtain copies of this material from the Public Reference Room of the SEC
at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Please
call the SEC at 1-800-SEC-0330 for further information on the public reference
rooms. Our SEC filings are also available from our web site at
"http://www.newpark.com" or at the SEC's web site at "http://www.sec.gov". The
information contained in our website is not a part of this prospectus and shall
not be deemed to be incorporated in this prospectus.
15
<PAGE> 17
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:
1. Our Annual Report on Form 10-K for the year ended December 31,
1999;
2. Our Quarterly Report on Form 10-Q for the three months ended
March 31, 2000;
3. Our Proxy Statement for the annual meeting of stockholders
held on June 14, 2000;
4. Our Current Report on Form 8-K dated June 1, 2000; and
5. The description of our common stock contained in our
Registration Statement pursuant to Section 12 of the
Securities Exchange Act of 1934, 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. It does not contain all the information included or incorporated by
reference in the Registration Statement. The full Registration Statement can be
obtained from the SEC as indicated above or from us. You should rely only on the
information or representations provided in this prospectus or incorporated by
reference. 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 this document.
Unless the context requires otherwise, all references in this
prospectus to "this prospectus" include documents incorporated by reference into
this prospectus.
LEGAL MATTERS
The validity of the securities being offered by this prospectus will be
passed upon for us by Ervin, Cohen & Jessup LLP, Beverly Hills, California.
16
<PAGE> 18
EXPERTS
Our consolidated financial statements as of December 31, 1999 and for
the year ended December 31, 1999 have been incorporated by reference in this
prospectus in reliance upon the report of Arthur Andersen LLP, independent
auditors, and upon the authority of said firm as experts in accounting and
auditing. Our consolidated financial statements incorporated in this prospectus
by reference from our Annual Report on Form 10-K as of December 31, 1998 and for
each of the two years in the period ended December 31, 1998 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and has been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
17
<PAGE> 19
NO ONE (INCLUDING ANY SALESMAN OR BROKER) IS AUTHORIZED TO PROVIDE ORAL OR
WRITTEN INFORMATION ABOUT THIS OFFERING THAT IS NOT INCLUDED IN THIS PROSPECTUS.
YOU MUST NOT RELY ON ANY UNAUTHORIZED INFORMATION.
----------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
The Company................................................................ 3
Risk Factors............................................................... 5
Forward Looking Statements................................................. 12
Use of Proceeds............................................................ 12
Selling Stockholder........................................................ 12
Plan of Distribution....................................................... 14
Where You Can Find More Information........................................ 15
Legal Matters.............................................................. 16
Experts.................................................................... 17
</TABLE>
[GRAPHIC]
NEWPARK RESOURCES, INC.
7,967,742 SHARES
COMMON STOCK
($.01 PAR VALUE)
PROSPECTUS
JUNE , 2000
<PAGE> 20
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:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......................... $16,959.34
Printing costs.............................................................. 5,000.00
Legal fees.................................................................. 15,000.00
Accounting fees and expenses................................................ 5,000.00
Miscellaneous expenses...................................................... 1,000.00
----------
Total.............................................................. $42,959.34
==========
</TABLE>
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,
II-1
<PAGE> 21
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.
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)
4.2 Certificate of Rights and Preferences of Series B Convertible
Preferred Stock of the registrant.(2)
4.3 Warrant Certificate, dated June 1, 2000, issued to Fletcher
International Limited by the registrant.(2)
5.1 Opinion of Ervin, Cohen & Jessup LLP.
10.1 Agreement, dated May 30, 2000, between the registrant and
Fletcher International Limited.(2)
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Ervin, Cohen & Jessup LLP (included in Exhibit
5.1).
24.1 Powers of Attorney (set forth on Pages II-5 and II-6).
----------
(1) Incorporated by reference from the registrant's Registration Statement
on Form S-1 (File No. 33-40716).
(2) Incorporated by reference from the registrant's Current Report on Form
8-K dated June 1, 2000.
II-2
<PAGE> 22
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)(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
II-3
<PAGE> 23
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. If 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-4
<PAGE> 24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies 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 June 22, 2000.
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 any related Rule 462(b) registration statement or amendment thereto, 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ James D. Cole Chairman of the Board, President June 22, 2000
------------------------------------- and Chief Executive Officer
James D. Cole
/s/ Matthew W. Hardey Vice President of Finance June 22, 2000
------------------------------------- and Chief Financial Officer
Matthew W. Hardey
/s/ Wm. Thomas Ballantine Executive Vice President June 22, 2000
------------------------------------- and Director
Wm. Thomas Ballantine
</TABLE>
II-5
<PAGE> 25
<TABLE>
<S> <C> <C>
/s/ David P. Hunt Director June 22, 2000
-------------------------------------
David P. Hunt
/s/ Alan J. Kaufman Director June 22, 2000
-------------------------------------
Dr. Alan J. Kaufman
/s/ James H. Stone Director June 22, 2000
-------------------------------------
James H. Stone
/s/ Roger C. Stull Director June 22, 2000
-------------------------------------
Roger C. Stull
/s/ David Baldwin Director June 22, 2000
-------------------------------------
David Baldwin
</TABLE>
II-6
<PAGE> 26
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 Form of certificate representing shares of the registrant's
common stock.(1)
4.2 Certificate of Rights and Preferences of Series B Convertible
Preferred Stock of the registrant.(2)
4.3 Warrant Certificate, dated June 1, 2000, issued to Fletcher
International Limited by the registrant.(2)
5.1 Opinion of Ervin, Cohen & Jessup LLP.
10.1 Agreement, dated May 30, 2000, between the registrant and
Fletcher International Limited.(2)
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Ervin, Cohen & Jessup LLP (included in Exhibit
5.1).
24.1 Powers of Attorney (set forth on Pages II-5 and II-6).
----------
(1) Incorporated by reference from the registrant's Registration Statement
on Form S-1 (File No. 33-40716).
(2) Incorporated by reference from the registrant's Current Report on Form
8-K dated June 1, 2000.
