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): 11/03/2009
Newpark Resources, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 1-2960
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Delaware
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72-1123385
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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2700 Research Forest Drive, Suite 100
The Woodlands, Texas 77381
(Address of principal executive offices, including zip code)
281-362-6800
(Registrant’s telephone number, including area code)
(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 240.13e-4(c))
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On November 3, 2009, at a special meeting of stockholders of Newpark Resources, Inc. (the "Company"), the stockholders of the Company approved and adopted an amendment to the Restated Certificate of Incorporation to increase the authorized shares of common stock from 100,000,000 to 200,000,000 shares. The amendment became effective at 5:00 p.m. Eastern Standard Time on November 3, 2009, the date on which the Certificate of Amendment was filed with the Secretary of State of the State of Delaware. A copy of the Certificate of Amendment is attached as Exhibit 3.1 and incorporated herein.
On November 3, 2009, the Company issued a press release announcing the results of the special meeting of stockholders. A copy of the press release is attached as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
3.1 Certificate of Amendment to the Restated Certificate of Incorporation of Newpark Resources, Inc.
99.1 Press Release dated November 3, 2009.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Newpark Resources, Inc.
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Date: November 04, 2009
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By:
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/s/ James E. Braun
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James E. Braun
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Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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EX-3.1
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Certificate of Amendment to the Restated Certificate of Incorporation of Newpark Resources, Inc.
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EX-99.1
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Press Release dated November 3, 2009.
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CERTIFICATE OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF
NEWPARK RESOURCES, INC.
Newpark Resources, Inc. (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "DGCL"), hereby certifies as follows:
FIRST:
The name of the Corporation is Newpark Resources, Inc. The Restated Certificate of Incorporation of the Corporation was filed with the Delaware Secretary of State's Office on November 5, 1998.
SECOND:
This Certificate of Amendment to the Restated Certificate of Incorporation of the Corporation was duly adopted in accordance with Section 242 of the DGCL. The Board of Directors duly adopted resolutions setting forth and declaring advisable this Certificate of Amendment to the Restated Certificate of Incorporation of the Corporation and directed that the proposed amendment be considered by the stockholders of the Corporation. A special meeting of stockholders was duly called upon notice in accordance with Section 222 of the DGCL and held on November 3, 2009, at which meeting the necessary number of shares were voted in favor of the proposed amendment. The stockholders of the Corporation duly adopted this Certificate of Amendment to the Restated Certificate of Incorporation of the Corporation.
THIRD
: Article FOURTH of the Restated Certificate of Incorporation is hereby amended by deleting all of Paragraph A of Article FOURTH and replacing it with the following in substitution therefor:
"A. The corporation is authorized to issue two classes of shares to be designated, respectively, "Preferred Stock" and "Common Stock." The total number of shares which this corporation shall have authority to issue is Two Hundred One Million (201,000,000), of which One Million (1,000,000) shall be Preferred Stock and Two Hundred Million (200,000,000) shall be Common Stock. The Preferred Stock and the Common Stock shall each have a par value of $.01 per share."
FOURTH
: This Certificate of Amendment to the Restated Certificate of Incorporation shall become effective at 5:00 p.m., Eastern time, on the date this Certificate of Amendment to the Restated Certificate of Incorporation is filed with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF
, this Certificate of Amendment to the Restated Certificate of Incorporation has been executed for and on behalf of the Corporation by an officer thereunto duly authorized and attested to as of November 3, 2009.
NEWPARK RESOURCES, INC.
By:
/s/ Paul L. Howes
Name: Paul L. Howes
Title: President and Chief Executive Officer
NEWS RELEASE
Contacts:
James E. Braun, CFO
Newpark Resources, Inc.
281-362-6800
Ken Dennard, Managing Partner
Dennard Rupp Gray & Easterly, LLC
ksdennard@drg-e.com
713-529-6600
NEWPARK RESOURCES ANNOUNCES RESULTS OF SPECIAL MEETING OF STOCKHOLDERS
THE WOODLANDS, TX - November 3, 2009 - Newpark Resources, Inc. (NYSE: NR) announced today that at a special meeting of stockholders held on Tuesday, November 3, 2009, the Company's stockholders approved an increase in the number of authorized shares of $0.01 par value common stock from 100,000,000 to 200,000,000.
Newpark Resources, Inc. is a worldwide provider of drilling fluids, temporary worksites and access roads for oilfield and other commercial markets, and environmental waste treatment solutions. For more information, visit our website at www.newpark.com.
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