e10vqza
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
Amendment No. 1
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2010
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission File No. 1-2960
Newpark Resources, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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72-1123385 |
(State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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Identification No.) |
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2700 Research Forest Drive, Suite 100 |
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The Woodlands, Texas
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77381 |
(Address of principal executive offices)
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(Zip Code) |
(281) 362-6800
(Registrants telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files).
Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company. See definitions of large accelerated
filer, accelerated filer and small reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
As of October 19, 2010, a total of 90,453,974 shares of common stock, $0.01 par value per share,
were outstanding.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A to the Quarterly Report on Form 10-Q of Newpark Resources,
Inc. (the Company) for the quarterly period ended September 30, 2010, as originally filed by the
Company with the Securities and Exchange Commission on October 29, 2010 (the Original Form 10-Q),
is being filed to (i) amend Item 5 of Part II of the Original Form 10-Q to include disclosure
required as a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act regarding
mine safety results that was inadvertently omitted from the Original Form 10-Q, and (ii) amend Item
6 of Part II of the Original Form 10-Q to file new Exhibits 31.1 and 31.2.
Except as described above, no other changes have been made to the Original Form 10-Q. This
Amendment No. 1 does not update any other disclosures to reflect developments since the original
date of filing.
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TABLE OF CONTENTS
PART II OTHER INFORMATION
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ITEM 5. |
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Other Information |
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act),
each operator of a coal or other mine is required to include certain mine safety results in its
periodic reports filed with the Securities and Exchange Commission. We do not believe that certain
operations of our subsidiary, Excalibar Minerals, LLC (Excalibar), are subject to the
jurisdiction of the Mine Safety and Health Administration (MSHA) and we previously filed an
action with MSHA requesting a transfer of regulatory jurisdiction for the operations of Excalibar
to the Occupational Safety and Health Administration (OSHA). Our request to transfer regulatory
jurisdiction for these operations from MSHA to OSHA has been denied. As a result, the four
specialized barite and calcium carbonate grinding facilities operated by Excalibar and a gravel
excavation facility formerly operated by our Mats and Integrated Services business were subject to
the regulation by MSHA under the Federal Mine Safety and Health Act of 1977 (the Mine Act).
As required by the reporting requirements regarding mine safety included in the Dodd-Frank
Act, the table below presents the following information for the three months ended September 30,
2010 for each of the specialized grinding facilities operated by our subsidiary:
(a) |
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The total number of Mine Act section 104 significant and substantial citations received,
which are for alleged violations of a mining safety standard or regulation where there exists
a reasonable likelihood that the hazard could result in an injury or illness of a reasonably
serious nature; |
(b) |
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The total number of Mine Act section 104(b) orders received, which are for an alleged failure
to totally abate the subject matter of a Mine Act section 104(a) citation within the period
specified in the citation; |
(c) |
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The total number of Mine Act section 104(d) citations and orders received, which are for an
alleged unwarrantable failure to comply with a mining safety standard or regulation; |
(d) |
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The total number of flagrant violations under section 110(b)(2) of the Mine Act received; |
(e) |
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The total number of imminent danger orders issued under section 107(a) of the Mine Act; |
(f) |
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The total dollar value of proposed assessments from MSHA under the Mine Act; |
(g) |
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The total number of mining-related fatalities; and |
(h) |
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The total number of pending legal actions before the Federal Mine Safety and Health Review
Commission as required by § 1503(a)(3) of the Dodd-Frank Act. |
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(H) |
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(A) |
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(B) |
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(C) |
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(D) |
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(E) |
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(F) |
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Pending |
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Section |
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Section |
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Proposed |
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(G) |
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Legal |
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Mine/Grinding Facility |
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104 S&S |
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104(b) |
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104(d) |
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110(b)(2) |
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107(a) |
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Assessments |
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Fatalities |
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Action |
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Houston Plant / 41-04449 |
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2 |
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$ |
509 |
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Dyersburg Plant / 40-03183 |
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Excalibar Minerals (New
Iberia Plant) / 16-01302 |
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Corpus Christi Plant /
41-04002 |
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Collins Gulch / Gravel Pit |
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3
In addition, for the three months ended September 30, 2010, we report that none of the
mines/grinding facilities of which we or any of our subsidiaries were an operator has received
written notice from MSHA of:
(a) |
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a pattern of violations of mandatory health or safety standards that are of such nature as
could have significantly and substantially contributed to the cause and effect of coal or
other mine health or safety hazards under section 104(e) of the Mine Act; or |
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the potential to have such a pattern. |
In evaluating the above information regarding mine safety and health, investors should take
into account factors such as (i) the number of citations and orders will vary depending on the size
of the coal mine or facility, (ii) the number of citations issued will vary from
inspector-to-inspector and mine-to-mine, and (iii) citations and orders can be contested and
appealed, and in that process, may be reduced in severity and amount, and are sometimes dismissed.
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31.1 |
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Certification of Paul L. Howes pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
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31.2 |
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Certification of James E. Braun pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
4
NEWPARK RESOURCES, INC.
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, thereunto duly authorized.
Date: March 8, 2011
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NEWPARK RESOURCES, INC.
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By: |
/s/ Paul L. Howes
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Paul L. Howes, President and |
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Chief Executive Officer
(Principal Executive Officer) |
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By: |
/s/ James E. Braun
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James E. Braun, Vice President and |
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Chief Financial Officer
(Principal Financial Officer) |
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By: |
/s/ Gregg S. Piontek
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Gregg S. Piontek, Vice President, Controller and |
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Chief Accounting Officer
(Principal Accounting Officer) |
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5
EXHIBIT INDEX
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31.1 |
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Certification of Paul L. Howes pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. |
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31.2 |
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Certification of James E. Braun pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
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