Newpark Resources Inc (NR)

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Securities Registration Statement (simplified form) (S-3/A)

SUBJECT TO COMPLETION, DATED March 10, 2009
Prospectus

NEWPARK RESOURCES, INC.


2,194,235 Shares of Common Stock

This prospectus relates to the resale of up to 2,194,235 shares of the common stock of Newpark Resources, Inc. issuable upon exercise of a warrant as such shares of common stock may be offered and sold from time to time by the selling stockholder named in this prospectus.


The selling stockholder and its permitted transferees may offer and sell the shares from time to time at market prices, in negotiated transactions or otherwise. The timing and amount of any sale are within the sole discretion of the selling stockholder. The selling stockholder may sell the shares directly or through underwriters, brokers or dealers. The selling stockholder will pay commissions or discounts to underwriters, brokers or dealers in amounts to be negotiated prior to the sale. We will not receive any of the proceeds from the sale of the shares by the selling stockholder. See “Plan of Distribution” on page 2 for more information on this topic.



Our common stock is listed on the New York Stock Exchange under the symbol “NR.” The warrant is not listed on any stock exchange. On March 8, 2009, the closing sale price of our common stock on the New York Stock Exchange was $2.34 per share.



Investing in our common stock involves risks, including those contained or incorporated by reference herein as described under “Risk Factors” on page 1 of this prospectus.


Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or has determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.



The date of this prospectus is , 2009





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TABLE OF CONTENTS

Page
About This Prospectus i

Where You Can Find More Information ii

Incorporation By Reference ii

Cautionary Statement Regarding Forward-Looking Statements iii

The Company 1

Risk Factors 1

Use of Proceeds 1

Selling Stockholder 1

Plan of Distribution 2

Legal Matters 4

Experts 4
EX-5.1
EX-23.1
EX-23.2



ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. Under this shelf registration process, the selling stockholder may sell the securities described in this prospectus in one or more offerings. This prospectus does not contain all of the information included in the registration statement. The registration statement filed with the SEC includes exhibits that provide more details about the matters discussed in this prospectus. You should carefully read this prospectus, the related exhibits filed with the SEC, together with the additional information described below under the headings “Where You Can Find More Information” and “Incorporation by Reference.”
You should rely only on the information contained or incorporated by reference in this prospectus. We have not, and the selling stockholder has not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The selling stockholder is not making offers to sell or seeking offers to buy any of the securities covered by this prospectus in any state where the offer is not permitted. You should assume that the information appearing in this prospectus and any other document incorporated by reference is accurate only as of the date on the front cover of those documents. Our business, financial condition, results of operations and prospects may have changed since those dates.


Under no circumstances should the delivery to you of this prospectus or any offer or sale made pursuant to this prospectus create any implication that the information contained in this prospectus is correct as of any time after the date of this prospectus.


Unless otherwise indicated or unless the context otherwise requires, all references in this prospectus to “Newpark Resources,” “we,” “us,” and “our” mean Newpark Resources, Inc. and its wholly owned subsidiaries.


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WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement with the SEC under the Securities Act of 1933, as amended, which we refer to as the Securities Act, that registers the resale by the selling stockholder of the securities offered by this prospectus. The registration statement, including the attached exhibits, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus.


We file annual, quarterly, and other reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act.

You may read and copy any materials we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public through the SEC’s website at http://www.sec.gov . General information about us, including our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments and exhibits to those reports, are available free of charge through our website at http://www.newpark.com as soon as reasonably practicable after we file them with, or furnish them to, the SEC. Information on our website is not incorporated into this prospectus or our other securities filings and is not a part of this prospectus.




INCORPORATION BY REFERENCE
The SEC allows us to “incorporate by reference” information into this document. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus. We incorporate by reference the documents listed below, other than any portions of the respective filings that were furnished (pursuant to Item 2.02 or Item 7.01 of current reports on Form 8-K or other applicable SEC rules) rather than filed:

• our annual report on Form 10-K for the year ended December 31, 2008, as filed with the SEC on March 10, 2009, which we refer to as our 2008 Form 10-K;






• our current report on Form 8-K, as filed with the SEC on January 1, 2009; and


• the description of the common stock contained in our Registration Statement on Form 8-A, filed on November 15, 1995, and any further amendment or report filed hereafter for the purpose of updating such description.



All documents that we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and until any offerings hereunder are completed, or after the date of the registration statement of which this prospectus forms a part and prior to effectiveness of the registration statement, will be deemed to be incorporated by reference into this prospectus and will be a part of this prospectus from the date of the filing of the document. Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes that statement.

Any statement that is modified or superseded will not constitute a part of this prospectus, except as modified or superseded.


We will provide to each person, including any beneficial owner to whom a prospectus is delivered, a copy of these filings, other than an exhibit to these filings unless we have specifically incorporated that exhibit by
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reference into the filing, upon written or oral request and at no cost. Requests should be made by writing or telephoning us at the following address:
Newpark Resources, Inc.


2700 Research Forest Drive, Suite 100
The Woodlands, Texas 77381
[phone]
Attn: Investor Relations



CAUTIONARY STATEMENT


REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act regarding our business, financial condition, results of operations and prospects.

Words such as expects, anticipates, intends, plans, believes, seeks, estimates and similar expressions or variations of such words are intended to identify forward-looking statements.

However, these are not the exclusive means of identifying forward-looking statements. Although forward-looking statements contained in this prospectus reflect our good faith judgment, such statements can only be based on facts and factors currently known to us. Consequently, forward-looking statements are inherently subject to risks and uncertainties, and actual outcomes may differ materially from the results and outcomes discussed in the forward-looking statements.

Further information about the risks and uncertainties that may impact us are described or incorporated by reference in “Risk Factors” beginning on page 1. You should read that section carefully. You should not place undue reliance on forward-looking statements, which speak only as of the date of this prospectus. We undertake no obligation to update publicly any forward-looking statements in order to reflect any event or circumstance occurring after the date of this prospectus or currently unknown facts or conditions or the occurrence of unanticipated events.


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THE COMPANY
Newpark Resources, Inc. is a diversified oil and gas industry supplier. We provide our products and services primarily to the oil and gas exploration and production industry in the U.S.

Gulf Coast, West Texas, U.S. mid-continent, U.S. Rocky Mountains, Canada, Mexico, Brazil and areas of Europe and North Africa surrounding the Mediterranean Sea. Further, we are expanding our presence outside the oil and gas exploration and production sector, particularly in our Mats and Integrated Services segment, where we are marketing to utilities, municipalities, and government sectors.


Our principal executive offices are located at 2700 Research Forest Drive, Suite 100, The Woodlands, Texas 77381, and our telephone number at that address is [phone]. Our website address is http://www.newpark.com . However, information contained on our website is not incorporated by reference into this prospectus, and you should not consider the information contained on our website to be part of this prospectus.








RISK FACTORS
An investment in our common stock is subject to numerous risks, including those listed under the caption “Risk Factors” incorporated by reference to our 2008 Form 10-K. You should carefully consider these risks, along with the information provided elsewhere in this prospectus and the documents we incorporate by reference in this prospectus before investing in the common stock. You could lose all or part of your investment in the common stock.








USE OF PROCEEDS
The shares of common stock to be offered and sold pursuant to this prospectus will be offered and sold by the selling stockholder. We will not receive any proceeds from the sale of the shares by the selling stockholder, although we may receive proceeds from the exercise of the warrant. We cannot guarantee that the selling stockholder will exercise the warrant. If we do receive proceeds from the exercise of the warrant, we will use such proceeds for general corporate purposes.








SELLING STOCKHOLDER
The common stock to be issued upon exercise of the warrant currently held by the selling stockholder was previously registered with the SEC for resale by Fletcher International Ltd.

under that certain registration statement on Form S-3 under the Securities Act of 1933 (File No.

333-39978), filed with the SEC on June 23, 2000 (the “Original Registration Statement”), in accordance with the registration rights set forth in the agreement pursuant to which the warrant was originally issued. In 2006, as the result of an internal investigation, we restated our consolidated financial statements for the years ended December 31, 2005, 2004 and 2003 as well as our selected financial data as of and for the years ended December 31, 2005, 2004, 2003, 2002 and 2001. In the course of this restatement, we were delinquent in making certain requisite filings required under the Exchange Act. As a result, the Original Registration Statement is no longer effective. We filed a post-effective amendment to the Original Registration Statement to deregister the securities on January 22, 2009. We are filing this registration statement on Form S-3 under the Securities Act to re-register the resale of the common stock to be issued upon exercise of the warrant, which is now held by the selling stockholder.


The shares of common stock being registered hereunder are issuable pursuant to the exercise of the warrant held by the selling stockholder. The warrant was acquired by the selling stockholder from an affiliate, which acquired the warrant from Fletcher International Ltd., a non-affiliated third party, in a private transaction.


The following table sets forth information regarding the selling stockholder and the number of shares of common stock the selling stockholder is offering. The term “selling stockholder” includes donees, pledgees, transferees, or other successors-in-interest selling securities received from the named selling stockholder as a gift, pledge, stockholder distribution or other non-sale related transfer after the date of this prospectus. Under the rules of the SEC, beneficial ownership includes shares over which the indicated beneficial owner exercises voting or investment power. The percentage ownership data is based on 88,493,557 shares of our common stock issued and outstanding as of February 24, 2009.





Shares Beneficially Owned Shares Beneficially Owned
Before the Offering Shares That May be After the Offering(3)
Name Number Percent Offered Hereby Number Percent
J.P. Morgan GT Corporation (1) 2,094,235 2.36 % 2,194,235 (2) — —