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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: JULY 21, 1995
Date of Earliest Event: JULY 18, 1995 Commission File: No. 1-2960
NEWPARK RESOURCES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 72-1123385
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3850 N. CAUSEWAY, SUITE 1770 70002
METAIRIE, LOUISIANA (Zip Code)
(Address of principal executive offices)
(504) 838-8222
(Registrant's telephone number)
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ITEM 5. OTHER EVENTS
On July 18, 1995, Newpark Resources, Inc., a Delaware corporation
("Newpark"), Penhall Acquisition Corporation, a Delaware corporation and a
newly-formed, wholly-owned subsidiary of Newpark ("Acquisition"), Penhall
International, Inc., a privately-held California corporation ("Penhall"), and
Roger C. Stull, the principal shareholder of Penhall, entered into a Merger
Agreement and Plan of Reorganization (the "Merger Agreement") pursuant to which
Acquisition will be merged with and into Penhall (the "Merger"). As a result of
the Merger, Penhall will become a wholly-owned subsidiary of Newpark, and each
outstanding share of Penhall Common Stock (other than shares held by
shareholders who perfect their appraisal rights under California law) will be
converted into the right to receive 9.229043 shares of Newpark Common Stock.
Assuming the Merger is consummated and no Penhall shareholder perfects appraisal
rights, the outstanding shares of Penhall Common Stock will be converted into an
aggregate of 3,636,363 shares of Newpark Common Stock. The shares of Newpark
Common Stock to be issued in connection with the Merger will not be registered
under the Securities Act of 1933 but will be issued in reliance upon an
exemption under the Securities Act of 1933 and applicable state securities laws.
It is presently contemplated that the Merger will become effective as
soon as practicable after the requisite approvals of the stockholders of Newpark
and Penhall have been obtained and various conditions have been satisfied (or
waived).
For further information regarding the Merger Agreement, reference is
made to the copy of such agreement filed as an Exhibit to this Report and
incorporated herein by this reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
1. Merger Agreement and Plan or Reorganization, dated July 18, 1995, among
Newpark, Acquisiton, Penhall and Stull.
2. Press Release issued by Newpark on July 18, 1995.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed by the undersigned
hereunto duly authorized.
Dated: July 21, 1995
NEWPARK RESOURCES, INC.
By: /s/ Matthew W. Hardey
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Matthew W. Hardey, Vice President of
Finance and Chief Financial Officer
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------ ----------- ------------
1. Merger Agreement and Plan or Reorganization,
dated July 18, 1995, among Newpark, Acquisition,
Penhall and Stull.
2. Press Release issued by Newpark on July 18, 1995.