8-K

 

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): April 13, 2007

Newpark Resources Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Texas	001-02960	72-1123385
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
2700 Research Forest Drive, Suite 100, The Woodlands, Texas		77381
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 281-465-6800

Not Applicable
______________________________________________
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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

Newpark Resources, Inc. (the "Company") announced in a press release on April 13, 2007 that it has reached settlements with the plaintiffs in shareholder class action and derivative litigation. The terms of the agreement provide for a full and complete settlement of all claims in the litigation. As in all shareholder class and derivative actions, the settlement is subject to court approval. Once approved, the settlements, which include no admission of liability or wrongdoing by the Company or other defendants, will resolve all class and derivative litigation against the Company, its former and current directors, and former officers.

The press release also announces that the Company has been notified by the Atlanta Regional Office of the Securities and Exchange Commission that is has opened a formal investigation into the Company's restatement of earnings. The Company continues to cooperate with the Securities and Exchange Commission in its investigation.

A copy of the Company’s press release is attached hereto as Exhibit 99.1. The press release is incorporated by reference herein and the foregoing description of the press release is qualified in its entirety by reference to the attached exhibit.

Item 9.01 Financial Statements and Exhibits.

c. Exhibits

99.1 Press Release dated April 13, 2007.

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.

	Newpark Resources Inc.
April 13, 2007	By:	James E. Braun
		Name: James E. Braun
		Title: Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated April 13, 2007.

EX-99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE Contacts: James E. Braun, CFO
Newpark Resources, Inc.
281-465-6800
Ken Dennard, Managing Partner
Dennard Rupp Gray & Easterly, LLC
ksdennard@drg-e.com
713-529-6600

NEWPARK RESOURCES ANNOUNCES SETTLEMENT OF ALL OUTSTANDING SHAREHOLDER LITIGATION

THE WOODLANDS, TX – APRIL 13, 2007 – Newpark Resources, Inc. (NYSE: NR) announced today that it has reached settlements with the plaintiffs in shareholder class action and derivative litigation. As in all shareholder class and derivative actions, the settlement is subject to court approval. Once approved, the settlements will resolve all class and derivative litigation against the Company, its former and current directors, and former officers.

During 2006, several securities class action lawsuits and derivative actions were filed against the Company, certain current and former directors, and former officers of the Company. These actions were commenced following the Company’s disclosure of an internal investigation into potential irregularities in the processing and payment of invoices at one of its subsidiaries, Soloco Texas, LP (“Soloco”), and alleged improper granting, recording and accounting of backdated grants of stock options to executives.

Under the terms of the settlement, Newpark will pay $1,550,000, and the Company’s directors and officers’ liability insurance carrier will pay $8,300,000. Both amounts include the cost of certain legal fees and administration costs. As part of the settlement, the Company is preserving certain claims it may have against its former CEO and CFO for matters arising from the potential invoicing irregularities at Soloco and the backdating of options. Newpark will accrue its share of the settlement costs, along with the legal fees incurred to conclude this settlement, in the first quarter of 2007.

Paul Howes, Newpark’s President and Chief Executive Officer, stated, “We are extremely pleased to have our shareholder litigation settled. This removes the uncertainty that is inherent in any litigation and allows us to focus 100% of our energy on increasing shareholder value here at Newpark.”

Separately, Newpark has been notified by the Atlanta Regional Office of the Securities and Exchange Commission that it has opened a formal investigation into Newpark’s restatement of earnings. The Company continues to cooperate with the Securities and Exchange Commission’s investigation of the events giving rise to the shareholder lawsuits.

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.

Forward-looking Statements

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act that are based on management’s current expectations, estimates and projections. All statements that address expectations or projections about the future, including statements about Newpark’s strategy for growth, product development, market position, expected expenditures and financial results are forward-looking statements. Some of the forward-looking statements may be identified by words like “expects,” “anticipates,” “plans,” “intends,” “projects,” “indicates,” and similar expressions. These statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions. Many factors, including those discussed more fully elsewhere in this release and in documents filed with the Securities and Exchange Commission by Newpark, particularly its Annual Report on Form 10-K for the year ended December 31, 2006, as well as others, could cause results to differ materially from those stated. These factors include, but are not limited to, the results of several class action and derivative lawsuits against Newpark and certain of our current and former directors and former officers; the results of the internal investigation into accounting matters by Newpark’s Audit Committee; changes in the laws, regulations, policies and economic conditions, including inflation, interest and foreign currency exchange rates, of countries in which Newpark does business; competitive pressures; successful integration of structural changes, including restructuring plans, acquisitions, divestitures and alliances; cost of raw materials, research and development of new products, including regulatory approval and market acceptance; and seasonality of sales of Newpark products. Newpark’s filings with the Securities and Exchange Commission can be obtained at no charge at www.sec.gov, as well as through our website at www.newpark.com.

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