UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 of (I.R.S. employer
incorporation or organization) identification number)
2700 Research Forest Drive, Suite 100
The Woodlands, Texas 77381
(281) 362-6800
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Mark J. Airola
Vice President, General Counsel, Chief Administrative Officer and Secretary
2700 Research Forest Drive, Suite 100
The Woodlands, Texas 77381
(281) 362-6800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
W. Mark Young
Andrews Kurth LLP
600 Travis, Suite 4200
Houston, Texas 77002
(713) 220-4200
Approximate date of commencement of proposed sale to the public: Not applicable. Termination of Registration Statement and deregistration of related securities that were not sold pursuant to the 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. o
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. o
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. o
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. o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
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.
Large accelerated filer o Accelerated filer þ Non-accelerated filer o Smaller reporting company o
(Do not check if a smaller reporting company)
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TABLE OF CONTENTS
SIGNATURES
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Table of Contents
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) relates to a registration statement on Form S-3, Registration No. 333-39978, which was filed by Newpark Resources, Inc. (the “Registrant”) on June 23, 2000 and amended on August 8, 2000 and on August 28, 2000, and which was declared effective on August 30, 2000 (the “Registration Statement”). Such Registration Statement registered an aggregate of 7,967,742 shares of common stock, including (a) 6,067,742 shares of common stock issuable upon conversion of Series B Convertible Preferred Stock and as dividends on the Series B Convertible Preferred Stock and (b) 1,900,000 shares of common stock issuable upon exercise of a warrant (the “Registered Securities”).
The Registrant has decided to deregister the Registered Securities which are authorized for sale under the Registration Statement but which remain unsold to date. Pursuant to the undertaking contained in the Registration Statement, the Registrant files this Post-Effective Amendment to the Registration Statement to remove from registration all unsold Registered Securities under the Registration Statement.
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Table of Contents
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 Woodlands, Texas, on this 22 ND day of January, 2009.
NEWPARK RESOURCES, INC.
By: /s/ Paul L. Howes
Paul L. Howes
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated.
Signature Title Date
/s/ Paul L. Howes
Paul L. Howes
President, Chief
Executive Officer and Director
(Principal Executive Officer)
January 22, 2009
/s/ James E. Braun
James E. Braun Vice President and Chief Financial
Officer (Principal Financial Officer) January 22, 2009
/s/ Gregg S. Piontek
Gregg S. Piontek Vice President, Controller and Chief
Accounting Officer (Principal
Accounting Officer) January 22, 2009
/s/ Jerry W. Box
Jerry W. Box Chairman of the Board January 22, 2009
/s/ James W. McFarland
James W. McFarland, PhD Director January 22, 2009
/s/ G. Stephen Finley
G. Stephen Finley Director January 22, 2009
/s/ F. Walker Tucei, Jr.
F. Walker Tucei, Jr.
Director January 22, 2009
/s/ Gary L. Warren
Gary L. Warren Director January 21, 2009
/s/ David C. Anderson
David C. Anderson Director January 21, 2009
