Newpark Resources, Inc. ("Newpark" or the Company) provides fluids management, environmental, and oilfield services, including drilling fluids sales, engineering services and onsite drilling fluids processing services, to the oil and gas exploration and production industry.
The original Complaint charges Newpark and certain of the Company's executive officers with violations of federal securities laws. Among other things, Plaintiff claims that Defendants' material omissions and dissemination of materially false and misleading statements concerning Newpark's business and operations caused the Company's stock price to become artificially inflated, inflicting damages on investors. The Complaint alleges that Defendants' Class Period representations regarding Newpark were materially false and misleading when made because the Company failed to disclose irregularities with the processing and payment of invoices by the Company's subsidiary, Soloco Texas, LP. As a result, Defendants' Class Period statements concerning Newpark's operations and financial performance were materially false and misleading.
The Complaint further alleges that on or around April 17, 2006, Newpark issued a press release announcing a Company investigation into the processing and payment of invoices at Soloco Texas, and that Newpark's CFO and former CEO had been placed on administrative leave pending the completion of the investigation. This news shocked the market, causing shares of Newpark to plummet that same day by $1.28 per share, to close on April 17, 2006, at $6.14 per share -- more than 17% below the previous day's close, which was before disclosure of the invoice irregularities and consequent investigation.
As summarized by the Company’s FORM 10-K for the fiscal year ended December 31, 2006, between April 21, 2006 and May 9, 2006, five lawsuits asserting claims against Newpark for violation of Section 10(b) of the Exchange Act and SEC Rule 10b-5 were filed in the U.S. District Court for the Eastern District of Louisiana. All five lawsuits have been transferred to Judge Marcel Livaudais who has consolidated these actions as In re: Newpark Resources, Inc. Securities Litigation. Following the filing of the Amendment No. 2 to Newpark's Annual Report on Form 10-K/A for 2005 (filed on October 10, 2006), the Plaintiffs filed (on November 9, 2006) a Consolidated Class Action Complaint for Securities Fraud (the “Consolidated Class Complaint”) against the Company and [certain] directors and officers. The Consolidated Class Complaint alleges that Newpark and the individual Defendants made false and misleading statements in violation of Sections 10(b) and 20(a) of the Exchange Act. These allegations arise from 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, and alleged improper granting, recording and accounting of backdated grants of our stock options to Newpark executives. The Consolidated Class Complaint does not specify the damages sought by the Plaintiffs and no discovery has been conducted to date.
According to a press release dated April 13, 2007, Newpark Resources, Inc. 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, 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 Texas 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.
On August 1, 2007 the judge entered an order preliminarily approving the settlement and scheduling a Fairness Hearing for October 9, 2007. Parties entered a Notice of Pendency informing class members of a settlement fund created in the amount of $9,240,000 cash and including any interest that may accrue during the settlement process. The notice also states that Plaintiffs' attorneys intend to apply for fees 30% of the settlement and reimbursement of expenses not to exceed $250,000.
On October 9, 2007, the Settlement Fairness Hearing was held before Judge Marcel Livaudais. That day, the Court granted the motion for Attorney Fees and Expenses. According to the Order, the Court awards attorneys' fees of 30% of the Settlement Fund and $92,646.89 in expenses. The Court also granted the motion for approval of the Plan of Allocation of settlement proceeds. Lastly, the Court entered the Final Judgment and Order of Dismissal with Prejudice, approving the settlement and dismissing the action with prejudice.
