425 1 d425.htm FORM 425 Form 425

Filed by Action Products International, Inc.

Pursuant to Rule 425

Under the Securities Act of 1933 and

Deemed Filed Pursuant to Rule 14a-12

Under the Securities Exchange Act of 1934

Subject Company: NewMarket Technology, Inc.

SEC File No.: 000-27917

Action Products International, Inc.
and
NewMarket Technology, Inc.
Ron Kaplan
CEO, Action Products International, Inc.
Philip Verges
CEO, NewMarket Technology, Inc.

"SAFE HARBOR STATEMENT"
UNDER THE PRIVATE
SECURITIES LITIGATION
REFORM ACT OF 1995
This presentation contains forward-looking statements that involve
risks and uncertainties. The statements in this release are forward-
looking statements that are made pursuant to safe harbor provision
of the Private Securities Litigation Reform Act of 1995. Actual
results, events and performance could vary materially from those
contemplated by these forward-looking statements. These
statements involve known and unknown risks and uncertainties,
which may cause NewMarket's and Action Product’s actual results
in
future
periods
to
differ
materially
from
results
expressed
or
implied
by forward-looking statements. These risks and uncertainties
include, among other things, product demand and market
competition. You should independently investigate and fully
understand all risks before making investment decisions.

The NewMarket
&
Action Products Opportunity
Background
Strategic Objective
Alternative Strategies
Transaction Structure

Nature of Relationship Between
NewMarket and Action Products
Executed Non Binding Letter of Intent
There Exists NO
Final Mutually Agreed Definitive
Agreement
Subject to Continued Due Diligence by both
Parties
Subject to Definitive Terms that Could be
Substantially Different than Currently
Contemplated
Subject to Market Conditions (Changes in Share
Price of each Company)
Subject to Board and Shareholder Approval of
Respective Companies

Background
Combine General Technology Service Offering with
Industry-Driven Technology Incubation
Strategy
Top Line Technology Innovation
Vision
NewMarket Technology, Inc.
Expand Consumer Product Business with Profit
Contribution to Parent Company
Strategy
Micro Consumer Product Innovation
Vision
Action Products International, Inc.

NewMarket Technology, Inc
.
General Technology Services
-
Microsoft, Cisco, Sun, Hyperion, Baan, SAP,
Oracle, Rohde and Schwarz …
Developing Economy Regional Focus
-
South East Asia, China, South America
Industry Driven Technology Incubation
-
Telecommunications, Healthcare, Security,
Finance, Consumer Products

Action Products International, Inc.
Develop Consistent On-Shelf Presence to
Maximize Product and Sales Investment 
Improve “on-shelf”
retailer ratings to exceed 
leading retailers requirements 
Improve economic engine and output 
Create Technology Advantage
On-Line
Supply Chain 
Profit Contributions to Parent Company

Strategic Objective
Improved Operation
-
NewMarket:
Prospective Clients)
-
Action Products:
Channels and Presence in International Emerging Markets
(China and South America)
-
Streamlined Expenses
Improved Listing
-
Institutional Support
-
Regulatory Support
-
NASDAQ Comparable P/S Ratio of 2.2
Improved Capital Structure
-
Reduced Issued and Outstanding
-
Reduced Security Overhang
Consumer Products Expansion (10,000 New B2B
Technology Partnership Expansion with Retail

Alternative Strategy
NewMarket
Upgraded Exchange Listing Application
Organic Share Price Alignment
Action Products
Continue Stand Alone Public Company
Consumer Product Strategy

Nature of Relationship Between
NewMarket and Action Products
Executed Non Binding Letter of Intent
There Exists NO
Final Mutually Agreed Definitive
Agreement
Subject to Continued Due Diligence by both
Parties
Subject to Definitive Terms that Could be
Substantially Different than Currently
Contemplated
Subject to Market Conditions (Changes in Share
Price of each Company)
Subject to Board and Shareholder Approval of
Respective Companies

Transaction Structure
Action Products’
Acquisition of
NewMarket Stock
-
NewMarket Stock at $0.50 min pps
-
Action Stock at $3.34 or Above, NewMarket
Stock at .15 Exchange Rate ($0.50 pps)
Action Products’
Warrants and Preferred
-
Series A Preferred Option at $6.00 Par and 
5 % Interest

Transaction Scenario
APII @ $2.00 and NMKT @ $0.30
NMKT Acquired @ $0.50
APII Exchanges 50 Million Shares for 200 Million NMKT
Shares
APII Issued and Out is 55 Million Shares
5 Million Warrants @ $3.25
NewCo Market Cap = $110 Million
APII Represents 9% of NewCo
NMKT Represents 91% of NewCo

Transaction Scenario
APII @ $3.34  and NMKT @ $0.30
Formula Exchange Rate (APII x .15)
$3.34 x .15 = $0.50 pps for NMKT
200 Million NMKT x .15 = 30 Million APII Shares
APII Issued and Out is 35 Million Shares
5 Million Warrants @ $3.25
NewCo Market Cap = $114 Million
APII Represents 14% of NewCo
NMKT Represents 86 % of NewCo

Transaction Scenario
APII @ $4.00  and NMKT @ $0.30
Formula Exchange Rate (APII x .15)
$4.00 x .15 = $0.60 pps for NMKT
200 Million NMKT x .15 = 30 Million APII Shares
5 Million Redeemed Warrants = $16 Million Cash
APII Issued and Out is 40 Million Shares
NewCo Market Cap = $160 Million
APII Represents 25% of NewCo
NMKT Represents 75% of NewCo

Transaction Scenario
APII @ $2.00  and NMKT @ $0.75
NMKT Acquired @ $0.75
APII Exchanges 75 Million Shares for 200 Million
APII Issued and Out is 80 Million Shares
5 Million Warrants @ $3.25
NewCo Market Cap = $160 Million
APII Represents 6% of NewCo
NMKT Represents 94% of NewCo

APII Series A Preferred
Action Products Shareholder Incentive
Limited Annual Dividend Opportunity
Reduced Issued and Out
Increased Share Price Potential
Increased Warrant Exercise Potential
Negligible Impact to NewCo Ownership
Percentages

Aligning Share Price
and
Structure For Growth
Current APII Market Cap = $10 Million
NMKT Market Cap Fully Diluted = $60 Million
Technology Service Comparables 2.2 Sales
Transaction Potential in Balance w/Comps
NewMarket $120 Million Forecast and
Potential for NewCo Appreciation

Strategic Objective
Improved Operation
-
NewMarket:
Prospective Clients)
-
Action Products:
Channels and Presence in International Emerging Markets
(China and South America)
-
Streamlined Expenses
Improved Listing
-
Institutional Support
-
Regulatory Support
-
NASDAQ Comparable P/S Ratio of 2.2
Improved Capital Structure
-
Reduced Issued and Outstanding
-
Reduced Security Overhang
Consumer Products Expansion (10,000 New B2B
Technology Partnership Expansion with Retail

Nature of Relationship Between
NewMarket and Action Products
Executed Non Binding Letter of Intent
There Exists NO
Final Mutually Agreed Definitive
Agreement
Subject to Continued Due Diligence by both
Parties
Subject to Definitive Terms that Could be
Substantially Different than Currently
Contemplated
Subject to Market Conditions (Changes in Share
Price of each Company)
Subject to Board and Shareholder Approval of
Respective Companies

Contact Information
Investor Relations
Rick Lutz, LC Group
(404) 261-1196
lcgroup@mindspring.com
Action Products International, Inc.
www.apii.com
NewMarket Technology, Inc.
www.newmarkettechnology.com

Additional Information and Where to Find It:
Action Products International, Inc. and NewMarket Technology, Inc. intend to file with the SEC a
joint
proxy
statement/prospectus
and
other
relevant
materials
in
connection
with
the
transaction.
The joint proxy statement/prospectus will be mailed to the shareholders of Action Products and
NewMarket.  Shareholders of Action Products and NewMarket are urged to read the joint proxy
statement/prospectus and the other relevant materials when they become available because they
will contain important information about Action Products and NewMarket and the transaction. 
The joint proxy statement/prospectus and other relevant materials (when they become available),
and any other documents filed by Action Products and NewMarket with the SEC, may be obtained
free of charge at the SEC's web site at www.sec.gov.  In addition, investors and shareholders may
obtain
free
copies
of
the
documents
filed
with
the
SEC
by
Action
Products
contacting
Action
Products Investor Relations, 1101 N. Keller Road, Suite E, Orlando, Florida 32810 or (407) 481-
8007. Investors and shareholders may obtain free copies of the documents filed with the SEC by
NewMarket by contacting NewMarket Investor Relations, 14860 Montfort Drive, Suite 210, Dallas,
Texas 75254 or (972) 386-3372. Investors and shareholders are urged to read the joint proxy
statement/prospectus and the other relevant materials when they become available before
making any voting or investment decision.
Action Products and its executive officers and directors may be deemed to be participants in the
solicitation
of
proxies
from
the
shareholders
of
Action
Products
and
NewMarket
in
favor
of
the
transaction.  A list of the names of Action Products' executive officers and directors, and a
description of their respective interests in Action Products, are set forth in the proxy statement
for Action Products' 2006 Annual Meeting of Shareholders, which was filed with the SEC on
September 1, 2006.  Investors and shareholders may obtain additional information regarding the
interests of Action Products' executive officers and directors in the transaction by reading the
joint proxy statement/prospectus when it becomes available.
NewMarket
and
its
executive
officers
and
directors
may
be
deemed
to
be
participants
in
the
solicitation of proxies from the stockholders of NewMarket and Action Products in favor of the
transaction.  A list of the names of NewMarket's executive officers and directors, and a
description of their respective interests in NewMarket, are set forth in NewMarket's Annual Report
on Form 10-K, which was filed with the SEC on March 31, 2006.  Investors and shareholders may
obtain additional information regarding the interests of NewMarket's executive officers and
directors in the transaction by reading the joint proxy statement/prospectus when it becomes
available.