UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 28, 2006
NEWPARK RESOURCES, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-2960
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72-1123385 |
| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 3850 North Causeway, Suite 1770 |
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| Metairie, Louisiana
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70002 |
| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (504) 838-8222
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13a-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On December 29, 2006, Newpark Resources, Inc. and certain of its domestic subsidiaries entered
into an agreement for a revolving Credit Facility with certain lenders, JPMorgan Chase Bank, N.A.,
as agent and letter of credit issuer, and Bank of America, N.A., as syndication agent. The
revolving Credit Facility is in the aggregate face amount of $100.0 million and matures on June 25,
2011. The Credit Facility is secured by a first lien on Newpark’s domestic accounts receivable and
inventory and by a second lien on its tangible and intangible assets.
Eligibility under the Credit Facility is based on a percentage of Newpark’s eligible
consolidated accounts receivable and inventory as defined in the Credit Facility. The Credit
Facility bears interest at either JP Morgan Chase published prime rate or the three-month LIBOR
rate plus a spread determined quarterly based upon the average availability under the Credit
Facility during the prior quarter. Newpark determines which interest rate to apply to the advances
under the Credit Facility. The Credit Facility contains a fixed charge coverage ratio and a
consolidated leverage ratio. Newpark is required to supply the agent with Quarterly Reports on
Form 10-Q and Annual Reports on Form 10-K under the Credit Facility. Newpark also must supply
regular reports to the agent. The Credit Facility also limits Newpark’s ability to pay dividends
on its common stock.
Other than in respect of the agreement governing the Credit Facility and the agreement
governing the Term Credit Agreement that Newpark entered into on August 18, 2006, no material
relationship exists between Newpark or its affiliates and any of the parties to that agreement.
This summary of the Credit Facility is qualified in its entirety by the text of that agreement, a
copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated
herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
On December 28, 2006, the Board of Directors of Newpark Resources, Inc. granted Paul L. Howes,
President and Chief Executive Officer, a stock option to purchase 80,000 shares of Common Stock
under the 2006 Equity Incentive Plan at an exercise price of $7.17 per share, equal to the fair
market value of the Common Stock on the date of grant. The option vests in three equal annual
installments over a three-year term and expires on December 28, 2013.
Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of
Ethics
On December 28, 2006, the Board of Directors of Newpark Resources, Inc. amended the Company’s
Code of Business Conduct and Ethics to expand existing policies of the Company. The Code of Ethics
is attached to this Current Report on Form 8-K as Exhibit 14.1 and incorporated herein by
reference. A copy of the Code of Ethics is also posted in the corporate governance section of
Newpark’s website at www.newpark.com and is available in print, without charge, for any stockholder
who requests it, by contacting Newpark at the following address: Newpark Resources, Inc., 3850
North Causeway Blvd., Suite 1770, Metairie, Louisiana 70002, Attention: Corporate Secretary.
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