Newpark Resources Inc (NR)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
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
of incorporation or organization) Identification No.)




2700 Research Forest Drive, Suite 100
The Woodlands, Texas 77381
(Address of Principal Executive Offices) (Zip Code)

Newpark Resources Inc.


2008 Employee Stock Purchase Plan
(Full title of the plan)


Mark J. Airola
Vice President, General Counsel and Chief Administrative Officer
2700 Research Forest Drive, Suite 100
The Woodlands, Texas 77381
(Name and address of agent for service)
[phone]
(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer þ Non-accelerated filer o Smaller reporting company o
(Do not check if a smaller reporting company)




CALCULATION OF REGISTRATION FEE


Proposed
maximum
Proposed maximum aggregate Amount of
Title of securities Amount to be registered offering price offering registration
to be registered (1) per share (2) price fee
Common Stock, par value $0.01 per share 1,000,000 $3.84 $3,840,000 $152.00






(1) Pursuant to Rule 416(a) under the Securities Act, this Registration Statement also covers additional shares of common stock which become issuable under the 2008 Employee Stock Purchase Plan with respect to the securities registered hereunder by reason of a merger, consolidation, recapitalization, stock split, stock dividend, combination of shares or similar transactions.



(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended, and based on the average of the high and low prices per share of the Registrant’s common stock as reported by the New York Stock Exchange on December 3, 2008.