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): June 16, 2015

NEWPARK RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-2960	72-1123385
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

9320 Lakeside Boulevard, Suite 100
The Woodlands, TX	77381
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (281) 362-6800

(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 240.13a-4(c))

Item 7.01. Regulation FD Disclosure.

On June 16, 2015, Newpark Resources, Inc. (the “Company”) issued a press release providing an operational update for the second quarter ending June 30, 2015. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information contained in the press release should be considered in the context of the Company’s filings with the Securities and Exchange Commission and other public announcements that the Company may make by press release or otherwise from time to time. The operational update speaks as of the date of this Current Report on Form 8-K. While the Company may elect to update the information given in the press release in the future or reflect events and circumstances occurring or existing after the date of this Current Report on Form 8-K, the Company specifically disclaims any obligation to do so. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The press release will also be posted in the Investor Information section of the Company’s website, http://www.newpark.com.

The information referenced under Item 7.01 (including Exhibit 99.1 referenced in Item 9.01 below) of this Current Report on Form 8-K is being “furnished” under “Item 7.01. Regulation FD Disclosure” and, as such, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information set forth in this Current Report on Form 8-K (including Exhibit 99.1 referenced in Item 9.01 below) shall not be incorporated by reference into any registration statement, report or other document filed by the Company pursuant to the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated June 16, 2015.

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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.
Dated: June 16, 2015	By:	/s/ Gregg S. Piontek
		Gregg S. Piontek, Vice President and Chief
		Financial Officer
		(Principal Financial Officer)

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated June 16, 2015.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE
	NEWS RELEASE
		Contacts:	Brian Feldott
			Director, Investor Relations
			Newpark Resources, Inc.
			bfeldott@newpark.com
			281-362-6800

NEWPARK RESOURCES ANNOUNCES JUNE INVESTOR CONFERENCES

Company also provides second quarter operational update

THE WOODLANDS, TX – JUNE 16, 2015 – Newpark Resources, Inc. (NYSE: NR) today announced that management will participate in three investor conferences in June, including: the TPH 2015 Hotter ‘N Hell Conference on June 17^th; the GHS 100 Energy Conference on June 23^rd; and the UBS Energy Conference on June 30^th. The GHS 100 Energy Conference will be webcast.

Newpark also today provided an operational update. “We’ve seen a modest reduction in Fluids Systems revenues since our quarterly conference call on May 1, 2015, primarily driven by the continued slide in U.S. rig counts, along with some weather-related delays in Texas and Oklahoma,” stated Paul Howes, Newpark’s President and Chief Executive Officer. “However, the lower revenue in Fluids is not anticipated to significantly impact our segment operating income expectation of modest sequential improvement for the quarter.

“In the Mats segment, we’ve seen a considerable decline in mat sales activity in the second quarter, as mat purchases from our international E&P customers have declined sharply in the current weak oil price environment,” added Howes. “Meanwhile, our Northeast rental market has softened, reflecting a combination of continued price erosion, as well as declines in drilling and completion activity. Additionally, the anticipated gains in our non-exploration markets are not expected to materialize in this quarter. As a result, we now expect mats revenue of approximately $22-$24 million for the second quarter, rather than relatively stable with Q1, with an operating margin of 25%-30% rather than in the high 30% range.”

Newpark Resources, Inc. is a worldwide provider of value-added drilling fluids systems and composite matting systems used in oilfield and other commercial markets. For more information, visit our website at www.newpark.com.

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 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, 2014, as well as others, could cause results to differ materially from those expressed in, or implied by, these statements. These risk factors include, but are not limited to, our customer concentration and cyclical nature of our industry, operating hazards inherent in the oil and natural gas industry, our international operations, the cost and continued availability of borrowed funds, our ability to execute our business strategy and make successful business acquisitions and capital investments, the availability of raw materials and skilled personnel, the impact of restrictions on offshore drilling activity, our market competition, legal and regulatory matters, including environmental regulations, inherent limitations in insurance coverage, potential impairments of long-lived intangible assets, technological developments in our industry, and the impact of severe weather, particularly in the U.S. Gulf Coast. 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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