<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[ ] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
NEWPARK RESOURCES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------------
[X] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO APPEARS HERE]
May 1, 1995
Dear Fellow Stockholder:
You are cordially invited to attend the 1995 Annual Meeting of Stockholders
of Newpark Resources, Inc., which will be held on Wednesday, June 28, 1995, at
10:00 a.m., Central Daylight Time, in the Northshore Room II of the Sheraton
Hotel, 3838 North Causeway Blvd., Metairie, Louisiana. Both your Board of
Directors and I hope you will be able to attend.
There are three items on this year's agenda to which we direct your
attention: (1) election of nine directors to the Board; (2) a reduction in the
number of shares of Common Stock which Newpark is authorized to issue; and (3)
an increase in the number of shares of Common Stock issuable under the Amended
and Restated Newpark Resources, Inc. 1988 Incentive Stock Option Plan. These
items are described fully in the enclosed Notice of Annual Meeting of
Stockholders and Proxy Statement.
Whether or not you plan to attend the meeting, it is important that you study
carefully the information provided in the Proxy Statement and vote. Please
sign, date and mail the enclosed proxy card in the prepaid envelope so that
your shares may be voted in accordance with your wishes.
Sincerely,
[SIGNATURE APPEARS HERE]
JAMES D. COLE
President and
Chief Executive Officer
<PAGE>
NEWPARK RESOURCES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 28, 1995
TO THE STOCKHOLDERS OF NEWPARK RESOURCES, INC.
The Annual Meeting of Stockholders of Newpark Resources, Inc., a Delaware
corporation ("Newpark"), will be held on Wednesday, June 28, 1995, at 10:00
a.m., Central Daylight Time, in the Northshore Room II of the Sheraton Hotel,
3838 North Causeway Blvd., Metairie, Louisiana, for the following purposes:
(1) To elect a Board of Directors;
(2) To consider and act upon a proposal to amend Newpark's Certificate of
Incorporation to reduce the number of shares of Common Stock which Newpark
is authorized to issue from 50,000,000 to 20,000,000;
(3) To consider and act upon a proposal to amend the Amended and Restated
1988 Incentive Stock Option Plan to increase the number of shares of Common
Stock issuable thereunder from 650,000 to 1,000,000; and
(4) To transact such other business as may properly come before the
meeting.
Only stockholders of record at the close of business on May 1, 1995, will be
entitled to notice of and to vote at the meeting and any adjournments thereof.
All stockholders are cordially invited to attend the meeting in person.
Whether or not you expect to attend the meeting, PLEASE COMPLETE AND SIGN THE
ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. The giving
of your proxy will not affect your right to vote in person should you later
decide to attend the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
NEWPARK RESOURCES, INC.
[SIGNATURE APPEARS HERE]
Edah Keating
Secretary
Metairie, Louisiana
Dated: May 1, 1995
<PAGE>
NEWPARK RESOURCES, INC.
3850 NORTH CAUSEWAY BLVD., SUITE 1770
METAIRIE, LOUISIANA 70002
PROXY STATEMENT
MAY 1, 1995
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Newpark Resources, Inc. ("Newpark"), for
the Annual Meeting of Stockholders to be held on June 28, 1995, and any
postponements or adjournments thereof. This Proxy Statement and the
accompanying Notice of Annual Meeting and form of Proxy were first mailed to
stockholders on or about May 5, 1995.
Any stockholder giving a proxy may revoke it before it is voted by notifying
the Secretary of Newpark in writing before or at the meeting, by providing a
proxy bearing a later date, or by attending the meeting and expressing a desire
to vote in person. Subject to such revocation, all proxies will be voted as
directed by the stockholder on the proxy card. IF NO CHOICE IS SPECIFIED,
PROXIES WILL BE VOTED "FOR" THE DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS,
"FOR" THE AMENDMENT TO NEWPARK'S CERTIFICATE OF INCORPORATION TO REDUCE THE
AUTHORIZED NUMBER OF SHARES OF COMMON STOCK, "FOR" THE INCREASE IN THE NUMBER
OF SHARES ISSUABLE UNDER THE AMENDED AND RESTATED 1988 INCENTIVE STOCK OPTION
PLAN AND IN THE DISCRETION OF THE PERSONS ACTING AS PROXIES UPON ANY OTHER
MATTERS.
Your cooperation in promptly returning the enclosed proxy will reduce
Newpark's expenses and enable its management and employees to continue their
normal duties for your benefit with minimum interruption for follow-up proxy
solicitation.
Only stockholders of record at the close of business on May 1, 1995, are
entitled to receive notice of and to vote at the meeting. On that date, Newpark
had outstanding 10,037,285 shares of Common Stock, each of which is entitled to
one vote upon each proposal presented at the meeting. The presence at the
Annual Meeting, either in person or by Proxy, of the holders of a majority of
the shares of Common Stock outstanding on the record date is necessary to
constitute a quorum for the transaction of business.
A plurality of the votes cast is required for the election of directors. The
affirmative vote of a majority of the votes cast is required to approve each of
the other matters being submitted to the stockholders for their consideration
at the Annual Meeting. Abstentions and broker non-votes (which occur if a
broker or other nominee does not have discretionary authority and has not
received voting instructions from the beneficial owner with respect to the
particular item) are counted for purposes of determining the presence or
absence of a quorum for the transaction of business. Abstentions are counted in
tabulations of the votes cast on proposals presented to the stockholders and
have the same legal effect as a vote against a particular proposal. Broker non-
votes are not counted for purposes of determining whether a proposal has been
approved by the requisite stockholder vote.
If sufficient votes in favor of the proposals are not received by the date of
the Annual Meeting, the persons named as proxies may propose one or more
adjournments of the Annual Meeting to permit further solicitations of proxies.
Any such adjournment will require the affirmative vote of the holders of a
majority of the shares of Common Stock present in person or by proxy at the
Annual Meeting. The persons named as proxies will vote in favor of any such
adjournment.
The cost of preparing, printing and mailing the Proxy Statement, the Notice
and the enclosed form of Proxy, as well as the cost of soliciting proxies
relating to the Annual Meeting, will be borne by Newpark.
<PAGE>
The original solicitation of proxies by mail may be supplemented by telephone,
telegram and personal solicitation by officers and other regular employees of
Newpark, but no additional compensation will be paid to such individuals on
account of such activities. Newpark will reimburse banks, brokerage houses and
other custodians, nominees and fiduciaries for their reasonable expenses in
forwarding proxy materials to their principals.
ELECTION OF DIRECTORS
NOMINEES AND VOTING
Nine directors are to be elected at the Annual Meeting. All directors hold
office until the next Annual Meeting and until their respective successors are
elected and qualified. Directors need not be stockholders. The Board of
Directors has nominated for election as directors the nine persons named below,
all of whom are incumbent directors. All of these nominees have indicated that
they are able and willing to serve as directors.
The Board of Directors recommends that the stockholders vote "FOR" the
election of its nominees. Unless directed otherwise, the Board's proxies intend
to vote the shares of Common Stock represented by the proxies in favor of the
election of these nominees. If for any reason any of these nominees will be
unable to serve, the Board's proxies will vote instead for such other person or
persons as the Board of Directors may recommend.
The following table sets forth certain information as of April 30, 1995, with
respect to the Board's nominees:
<TABLE>
<CAPTION>
NAME OF NOMINEE AGE DIRECTOR SINCE
--------------- --- --------------
<S> <C> <C>
Dibo Attar............................................. 55 1987
William Thomas Ballantine.............................. 50 1993
James D. Cole.......................................... 54 1976
William W. Goodson..................................... 80 1971
Alan J. Kaufman........................................ 57 1987
Philip S. Sassower..................................... 55 1987
Lawrence I. Schneider.................................. 58 1987
R. Michael Still....................................... 49 1979
James H. Stone......................................... 69 1987
</TABLE>
BUSINESS EXPERIENCE OF DIRECTORS DURING THE PAST FIVE YEARS
DIBO ATTAR is a business consultant to several domestic and international
companies and has been a private investor for more than ten years. Mr. Attar
also serves as a director of T.H. Lehman & Co., Inc., KTI, Inc. and Renaissance
Entertainment Corp.
WILLIAM THOMAS BALLANTINE joined Newpark in December 1988, serving as Vice
President of Operations, and was elected Executive Vice President in 1992. He
was elected a director of Newpark in October 1993.
JAMES D. COLE joined Newpark in 1976, serving as Executive Vice President
until May 1977, when he was elected President and Chief Executive Officer.
WILLIAM W. GOODSON, who retired in 1983, served as Chairman of the Board of
Directors of a Newpark subsidiary from 1982 to 1987. For more than five years
prior thereto, he was President and Chief Operating Officer of the Newpark
subsidiary engaged in the oilfield and environmental construction business, and
other Newpark subsidiaries.
ALAN J. KAUFMAN has been engaged in the private practice of medicine since
1969. Dr. Kaufman is a neurosurgeon.
2
<PAGE>
PHILIP S. SASSOWER became Chairman of the Board of Newpark in December 1987.
Mr. Sassower is a general partner of a number of investment partnerships. Mr.
Sassower is also a general partner of BP Restaurants, L.P., and Chief Executive
Officer of BP Acquisition Corporation, the owner of a restaurant chain in the
Southwest, and is a director and Chairman of the Finance Committee of
Communication Intelligence Corporation, a company engaged in pen-based computer
technologies.
LAWRENCE I. SCHNEIDER became Chairman of the Executive Committee of the Board
of Newpark in January 1988. Mr. Schneider is a general partner of a number of
investment partnerships.
R. MICHAEL STILL has served as President and Chief Executive officer of
Struthers Industries, Inc., since April 1994. From May 1991 to April 1994, Mr.
Still served as President of Production Control Systems, Inc., a company
engaged in oilfield production technology. For more than five years prior
thereto, he was Senior Vice President and Chief Financial Officer of Parker
Drilling Company.
JAMES H. STONE is Chairman of the Board and Chief Executive Officer of Stone
Energy Corporation, which is engaged in oil and gas exploration. Mr. Stone also
serves as a director of Hibernia Corporation.
No family relationships exist between any of the directors or officers of
Newpark.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
Newpark maintains an Executive Committee whose current members are Messrs.
Cole, Sassower, Schneider and Stone. The Executive Committee exercises the
authority of the Board of Directors between meetings of the Board. The
Executive Committee met twice during 1994.
Newpark maintains an Audit Committee, the current members of which are
William W. Goodson, Lawrence I. Schneider, Philip S. Sassower, R. Michael Still
and James H. Stone. The Audit Committee met once during 1994.
Newpark maintains a Compensation Committee whose current members are Dibo
Attar, William W. Goodson, Alan J. Kaufman, R. Michael Still, and James H.
Stone. The Compensation Committee administers Newpark's stock option plans and,
since March 18, 1993, has been responsible for establishing and administering
the compensation for the executive officers of Newpark. The Compensation
Committee met once during 1994.
Newpark's Board of Directors met four times during 1994. Each director
attended all of the meetings of the Board of Directors and of any committees on
which he served.
COMPENSATION OF DIRECTORS
Each Newpark director who is not otherwise employed full time by Newpark
receives $1,000 for each Board meeting attended and $500 for each committee
meeting attended. All directors are reimbursed for travel expenses incurred in
attending meetings of the Board and committees.
Effective January 1, 1992, the Board of Directors approved an annual salary
of $75,000 to each of Messrs. Sassower and Schneider for services performed by
them in their respective capacities as Chairman of the Board and Chairman of
the Executive Committee. Pursuant to the provisions of the 1993 Non-Employee
Directors' Stock Option Plan (the "1993 Plan"), each new non-employee director,
on the date of his or her election to the Board of Directors (whether elected
by the stockholders or the Board of Directors), automatically will be granted a
stock option to purchase 15,000 shares of Common Stock at an exercise price
equal to the fair market value of the Common Stock on the date of grant.
3
<PAGE>
EXECUTIVE OFFICERS
The current executive officers of Newpark, their ages and positions are as
follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
James D. Cole........... 54 President and Chief Executive Officer
William Thomas
Ballantine............. 50 Executive Vice President
Matthew W. Hardey....... 42 Vice President of Finance and Chief Financial Officer
Philip S. Sassower...... 55 Chairman of the Board of Directors
Lawrence I. Schneider... 58 Chairman of the Executive Committee
</TABLE>
For a description of the business experience of Messrs. Ballantine, Cole,
Sassower and Schneider during the past five years, see "ELECTION OF DIRECTORS--
Business Experience of Directors During the Past Five Years", above.
MATTHEW W. HARDEY joined Newpark in May 1988 as Treasurer and Assistant
Secretary and was elected Vice President of Finance and Chief Financial Officer
in April 1991. From 1985 until joining Newpark, Mr. Hardey was employed in the
commercial banking business.
OWNERSHIP OF COMMON STOCK
The following table sets forth information with respect to the beneficial
ownership of Newpark's outstanding Common Stock as of April 26, 1995, by (i)
each person who is known to Newpark to be the beneficial owner of more than
five percent (5%) of its outstanding Common Stock, (based on Schedules 13G
filed with the Securities and Exchange Commission and information provided to
Newpark by its transfer agent), (ii) each director of Newpark, (iii) the
executive officers named in the Summary Compensation Table on page 6, and (iv)
all directors and executive officers as a group. Except as otherwise indicated
below, each of the entities and persons named in the table has sole voting and
investment power with respect to all shares of Common Stock beneficially owned
by it or him.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY OWNED
--------------------
NAME AND ADDRESS NUMBER PERCENT(1)
---------------- --------- ----------
<S> <C> <C>
Neuberger & Berman (2).................................... 517,475 5.16%
605 Third Avenue
New York, NY 10158
Philip S. Sassower (3).................................... 325,000 3.22%
Lawrence I. Schneider (4)................................. 285,383 2.83%
James D. Cole (5)......................................... 260,302 2.59%
James H. Stone (6)........................................ 241,397 2.40%
Dibo Attar (7)............................................ 110,002 1.09%
Alan Kaufman (8).......................................... 94,198 *
R. Michael Still (9)...................................... 80,010 *
William W. Goodson (10)................................... 16,000 *
Wm. Thomas Ballantine (11)................................ 10,666 *
All directors and executive officers as a group (10
persons)(12).............................................. 1,450,813 14.19%
</TABLE>
- --------
*Indicates ownership of less than one percent.
(1) Each calculation in this Proxy Statement of the percentage of outstanding
Common Stock owned by an individual or group assumes the issuance of all
shares of Common Stock issuable upon exercise of options or warrants which
are exercisable by such individual or group within 60 days following March
31, 1995.
4
<PAGE>
(2) Sole voting power with respect to 68,600 shares of Common Stock and shared
investment power with respect to 517,475 shares of Common Stock.
(3) Includes 50,000 shares issuable upon exercise of the stock option granted
to Mr. Sassower pursuant to the Newpark Resources, Inc. 1992 Directors'
Stock Option Plan (the "1992 Plan").
(4) Includes 50,000 shares issuable upon exercise of the stock option granted
to Mr. Schneider pursuant to the 1992 Plan.
(5) Includes 70,080 shares held by four separate Trusts of which Mr. Cole is a
Trustee and of which the beneficiaries are children of Mr. Cole. Mr. Cole
disclaims ownership of the 70,080 shares held by the four Trusts.
(6) Includes 1,000 shares held in a trust of which the beneficiaries are
children of Mr. Stone, and in which Mr. Stone disclaims any ownership. Also
includes 15,000 shares issuable upon exercise of the stock option granted
to Mr. Stone pursuant to the 1993 Plan.
(7) Includes 60,000 shares owned by a Swiss corporation over which Mr. Attar
has investment power. Also includes 15,000 shares issuable upon exercise of
the stock option granted to Mr. Attar pursuant to the 1993 Plan.
(8) Includes (i) 10,000 shares held in an IRA account for the benefit of Dr.
Kaufman; (ii) 5,000 shares held in a Trust of which the beneficiaries are
children of Dr. Kaufman, and (iii) 3,000 shares held by his spouse in which
Dr. Kaufman disclaims any ownership. Also includes 15,000 shares issuable
upon exercise of the stock option granted to Dr. Kaufman pursuant to the
1993 Plan.
(9) Includes 15,000 shares issuable upon exercise of the stock option granted
to Mr. Still pursuant to the 1993 Plan.
(10) Includes 5,000 shares issuable upon exercise of the stock option granted
to Mr. Goodson pursuant to the 1993 Plan.
(11) Consists of shares which may be purchased pursuant to employee stock
options issued to Mr. Ballantine under the Newpark Resources, Inc. Amended
and Restated 1988 Incentive Stock Option Plan and which are exercisable on
or before May 30, 1995.
(12) Includes 192,332 shares which may be purchased pursuant to stock options
exercisable on or before May 30, 1995.
5
<PAGE>
EXECUTIVE COMPENSATION
The following table summarizes all compensation paid to Newpark's President
and Chief Executive Officer, Executive Vice President and Vice President of
Finance and Chief Financial Officer (the only executive officers of Newpark who
earned in excess of $100,000 in salary and bonus in 1994) for services rendered
in all capacities to Newpark for the years ended December 31, 1994, 1993 and
1992.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
---------------
ANNUAL COMPENSATION AWARDS
---------------------- ---------------
SECURITIES
NAME AND PRINCIPAL UNDERLYING ALL OTHER
POSITION YEAR SALARY $ BONUS $ OPTIONS/SARS(1) COMPENSATION(2)
------------------ ---- -------- -------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
James D. Cole......... 1994 $180,000 $180,000 -- $2,208
President and Chief 1993 180,000 180,000 -- 1,710
Executive Officer 1992 180,000 180,000 -- 1,710
Wm. Thomas Ballantine. 1994 165,000 20,000 10,000 1,860
Executive Vice 1993 150,000 -- 10,000 1,724
President 1992 130,000 5,000 20,000 926
Matthew W. Hardey..... 1994 95,000 12,000 10,000 856
Vice President of 1993 85,000 -- 10,000 840
Finance and Chief 1992 70,000 8,000 10,000 499
Financial Officer
</TABLE>
- --------
(1) Number of shares of Common Stock underlying options granted under the
Newpark Resources, Inc. Amended and Restated 1988 Incentive Stock Option
Plan (the "1988 Plan"). No SARs may be granted under the 1988 Plan.
(2) Includes excess group term life insurance and contributions by the Company
to a defined contribution 401(k) Plan.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information at December 31, 1994, and
for the year then ended, with respect to stock options granted to the
individuals named in the Summary Compensation Table above. No options have been
granted at an option price below the fair market value of the Common Stock on
the date of grant.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
PERCENTAGE ANNUAL RATE OF STOCK
NUMBER OF OF TOTAL PRICE
SECURITIES OPTIONS EXERCISE APPRECIATION FOR
UNDERLYING GRANTED TO PRICE OPTION TERM(3)
OPTIONS EMPLOYEES PER EXPIRATION ---------------------
NAME GRANTED(1) IN 1994 SHARE(2) DATE 5% 10%
---- ---------- ---------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
James D. Cole........... -- -- -- -- -- --
W. Thomas Ballantine.... 10,000 5% $13.75 4/24/2001 $ 193,500 $ 267,900
Matthew W. Hardey....... 10,000 5% 13.75 4/24/2001 $ 193,500 $ 267,900
</TABLE>
- --------
(1) The options were granted on April 24, 1994, and will first become
exercisable April 24, 1995, vesting at the rate of one-third per year over
the three years following the date of grant.
(2) At the discretion of the Compensation Committee, the exercise price may be
paid by delivery of already-owned shares of Common Stock valued at the fair
market value on the date of exercise, and the tax withholding obligations
related to the exercise of the stock options, if any, may be satisfied by
offset of the underlying shares, subject to certain conditions. The
Compensation Committee retains the discretion, subject to plan limits, to
modify the terms of outstanding options and to reprice the options.
(3) The dollar amounts under these columns use the 5% and 10% rates of
appreciation prescribed by the Securities and Exchange Commission. The 5%
and 10% rates of appreciation would result in per share prices of $19.35
and $26.79 respectively. This presentation is not intended to forecast
possible future appreciation of Newpark's Common Stock.
6
<PAGE>
OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END VALUE
The following table sets forth information with respect to the named
executive officers with respect to the exercise of stock options during 1994
and unexercised stock options held as of December 31, 1994:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS HELD AT IN-THE-MONEY OPTIONS AT
SHARES DECEMBER 31, 1994 DECEMBER 31, 1994(2)
ACQUIRED ON VALUE ------------------------- -------------------------
NAME EXERCISE (#) REALIZED ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ --------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James D. Cole........... -- -- -- -- -- --
W. Thomas Ballantine.... 16,000 $249,750 666 23,334 $ 10,905 $320,844
Matthew W. Hardey....... 1,000 15,250 13,334 16,666 218,344 211,656
</TABLE>
- --------
(1) Represents the difference between the market price of the underlying shares
of Common Stock at exercise and the exercise price.
(2) Based on the closing price on the Nasdaq National Market of Newpark's
Common Stock on that date ($24.00), minus the exercise price.
EMPLOYMENT AGREEMENT
James D. Cole serves as President of Newpark pursuant to an employment
agreement that automatically renews for successive one-year periods unless
terminated by either party. Mr. Cole receives an annual base salary of $180,000
and is entitled to an annual bonus equal to 5% of Newpark's pre-tax profit (as
defined in the employment agreement), subject to a maximum of such year's base
salary.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") of the Board of Directors, which
consists of Messrs. Attar, Goodson, Kaufman, Still and Stone, each of whom is a
non-employee director, sets Newpark's compensation policies applicable to
executive officers, determines the compensation of the executive officers,
subject to review by the Board of Directors, and administers Newpark's stock
option plans. The Committee does not administer the 1993 Non-Employee
Directors' Stock Option Plan, which is administered by the Board. The Committee
has prepared the following report for inclusion in this Proxy Statement.
Chief Executive Officer Compensation
Mr. Cole's compensation for 1994 was based on his rights under his employment
agreement with Newpark (the "Employment Agreement"). The Employment Agreement
was entered into in 1990 and provided for an initial term which expired on
January 1, 1993. Thereafter, the Employment Agreement automatically renews for
successive one-year periods unless terminated by either party. Pursuant to the
terms of the Employment Agreement, Mr. Cole received a base salary of $180,000
in 1994. In keeping with Newpark's objective of rewarding executive officers
based on corporate performance, the Employment Agreement also provides for a
bonus equal to 5% of Newpark's pre-tax profit, subject to a maximum bonus equal
to the amount of Mr. Cole's base salary. By excluding from the calculation of
pre-tax profit any capital gains and focusing instead on income from
operations, the Employment Agreement attempts to focus on Newpark's long-term
prospects.
Based on the calculation of pre-tax profit under the Employment Agreement,
Mr. Cole received a $180,000 bonus in 1994, the maximum permitted under the
Employment Agreement. Mr. Cole also participates in Newpark's defined
contribution plan but does not participate in Newpark's stock option program.
Executive Officers Compensation
In 1994, compensation paid to Newpark's executive officers other than Mr.
Cole consisted of salary, cash bonuses, stock options and contributions to a
defined contribution plan. The compensation of executive
7
<PAGE>
officers other than Mr. Cole is determined initially by Mr. Cole, subject to
review and approval by the Compensation Committee. In determining salaries, Mr.
Cole and the Compensation Committee considered available information about the
pay scales of companies of similar size in the oilfield services industry. The
Compensation Committee believes that the salaries of these executive officers
are comparable to the salaries of executive officers with similar
responsibilities at other oilfield services companies. Bonuses were determined
by reference to profitability achieved by Newpark as a whole and the
profitability of individual operating units.
Newpark's incentive stock option program provides additional incentives to
key employees to work to maximize stockholder value and provides a link between
the interests of senior managers and stockholders. By utilizing vesting
periods, the option program encourages key employees to remain in the employ of
Newpark and provides a long-term perspective to the compensation available
under the option program.
Recent Internal Revenue Code Amendments
The Compensation Committee will continue to consider the anticipated tax
treatment to Newpark regarding the compensation and benefits paid to the Chief
Executive Officer and the four other most highly compensated executive officers
of Newpark in light of the recent amendment of Section 162(m) of the Internal
Revenue Code of 1986, as amended ("Section 162(m)"). The amendment to Newpark's
stock option plan limiting the number of shares subject to option that may be
granted to any individual during a calendar year that was approved by
stockholders at last year's Annual Meeting was adopted in response to Section
162(m). The Compensation Committee will from time to time consider further
amendments to Newpark's compensation structure, including further amendments to
the stock option plan, necessary to preserve the deductibility of all
compensation paid by Newpark which is subject to Section 162(m).
If the Board's nominees are elected at the Annual Meeting, the Board intends
to appoint Dibo Attar, William W. Goodson, Alan J. Kaufman, R. Michael Still
and James H. Stone to serve on the Compensation Committee.
DIBO ATTAR WILLIAM W. GOODSON
ALAN J. KAUFMAN R. MICHAEL STILL
JAMES H. STONE
8
<PAGE>
PERFORMANCE GRAPH
The following graph reflects a comparison of the cumulative total stockholder
return of Newpark Common Stock from September 6, 1990 (the date Newpark's
Common Stock resumed trading on Nasdaq), through December 31, 1994, with the
Nasdaq Market Value Index and the Media General Oil and Gas Field Services
Index. The graph assumes that the value of the investment in Newpark Common
Stock and each index was $100 on September 6, 1990 and that all dividends, if
any, were reinvested. The comparisons in this table are not intended to
forecast or be indicative of possible future price performance.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN OF NEWPARK RESOURCES, INC.,
NASDAQ MARKET VALUE INDEX AND MEDIA GENERAL OIL & GAS FIELD SERVICES INDEX
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
SEPT. 6, DEC. 31, DEC. 31, DEC. 31, DEC. 31, DEC. 31,
1990 1990 1991 1992 1993 1994
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Newpark Resoures, Inc..... 100 78.26 134.78 195.65 156.52 417.39
Industry Index............ 100 87.37 83.44 83.14 97.05 86.76
Broad Market.............. 100 95.27 122.30 123.50 148.14 155.53
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Goodson served on the Compensation Committee of Newpark during 1994. Mr.
Goodson was formerly an officer of a Newpark subsidiary
PROPOSAL TO AMEND CERTIFICATE OF INCORPORATION TO
DECREASE AUTHORIZED NUMBERS OF SHARES OF COMMON STOCK
Newpark's Board of Directors has unanimously approved an amendment to Article
Fourth of the Company's Certificate of Incorporation to decrease the number of
shares of Common Stock which Newpark is authorized to issue. At present, the
Certificate of Incorporation authorizes the issuance of up to 50,000,000 shares
of Common Stock and up to 1,000,000 shares of Preferred Stock. The proposed
amendment would reduce the number of shares of Common Stock authorized for
issuance to 20,000,000 shares, while the number of shares of Preferred Stock
authorized for issuance would remain at 1,000,000. The complete text of the
amendment to Article Fourth of the Company's Certificate of Incorporation is
set forth as Exhibit A hereto.
9
<PAGE>
As a Delaware corporation, Newpark is subject to the payment of minimum
franchise taxes to the State of Delaware, without regard to the amount of
revenues, or lack thereof, generated within the State of Delaware. For the most
part, the amount of franchise tax payable, on an annual basis, is determined as
a function of Newpark's authorized capital structure. Had the proposed
amendment been adopted prior to the beginning of fiscal 1994, the amount of
franchise tax payable to the State of Delaware would have been reduced by
approximately $52,600.
As of the date hereof, there are an aggregate of 10,037,285 shares of Common
Stock outstanding, and no shares of Preferred Stock have been issued. In
addition, an aggregate of 659,181 shares of Common Stock have been reserved for
issuance upon exercise of stock options. Consequently, even if the proposed
amendment is approved by stockholders, the Board of Directors believes that
Newpark would continue to have a sufficient number of authorized but unissued
shares of Common Stock available for issuance to raise additional equity
capital, to take advantage of opportunities to make acquisitions and for other
corporate purposes.
The Board of Directors believes that the currently authorized number of
shares of Common Stock is excessive for Newpark's immediately foreseeable
needs, and that the proposed reduction would significantly reduce Newpark's
obligation to pay minimum annual franchise taxes to the State of Delaware
without unduly hindering the Board's flexibility to issue additional Common
Stock in appropriate circumstances. Accordingly, the Board of Directors has
unanimously recommended that stockholders vote "FOR" the proposed amendment.
APPROVAL OF AMENDMENT TO AMENDED AND RESTATED
1988 INCENTIVE STOCK OPTION PLAN
INTRODUCTION
The Amended and Restated 1988 Newpark Resources, Inc. Incentive Stock Option
Plan (the "1988 Plan") was adopted by the Board of Directors on June 22, 1988
and thereafter was approved by the stockholders. The 1988 Plan enables the
Board of Directors to grant to executive officers, other corporate and
divisional officers and key employees of Newpark and its subsidiaries options
to purchase shares of Common Stock. The 1988 Plan was amended and restated by
the Board of Directors and stockholders in 1991 to increase the number of
shares of Common Stock issuable upon the exercise of options (sometimes called
"Option Shares" herein) and to make certain technical changes. The maximum
number of Option Shares issuable under the 1988 Plan was further increased by
the Board of Directors and stockholders in 1994 and such maximum currently is
650,000. As a result of prior grants made under the 1988 Plan, there were
83,667 Option Shares available for future grants as of December 31, 1994.
The stockholders are being asked to vote on a proposal to amend the 1988 Plan
to increase the number of Option Shares issuable thereunder from 650,000 to
1,000,000. The amendment was adopted by the Board of Directors on April 3,
1995, subject to stockholder approval. The Board of Directors believes the
opportunity to receive options under the 1988 Plan provides an important
incentive to employees to make significant and extraordinary contributions to
the long-term performance and growth of Newpark. The Board of Directors
recommends that stockholders vote "FOR" the amendment increasing the number of
Option Shares issuable under the 1988 Plan in order to assure that Newpark will
continue to have sufficient options and Option Shares to serve as a vehicle for
attracting and retaining employees of exceptional ability.
The full text of the 1988 Plan is set forth as Exhibit B hereto, and
stockholders are urged to refer to it for a complete description of the 1988
Plan. The summary of the principal features of the 1988 Plan which follows is
qualified in its entirety by reference to the complete text of the 1988 Plan.
10
<PAGE>
PRINCIPAL FEATURES OF THE PLAN
Stock options granted under the 1988 Plan are intended to qualify as
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), if so designated on the date of
grant. Stock options that are not designated or do not qualify as incentive
stock options are nonstatutory stock options and are not eligible for the tax
benefits applicable to incentive stock options.
No stock options may be granted under the 1988 Plan after January 27, 1998.
If a stock option expires, terminates or is cancelled for any reason without
having been exercised in full, the shares of Common Stock not purchased
thereunder are available for future grants.
The 1988 Plan is administered by the Committee, all of whose members are non-
employee Directors. Members of the Committee are eligible to and have received
awards under the 1993 Non-Employee Directors' Stock Option Plan, but are not
eligible to receive awards under the 1988 Plan. The Committee has complete
authority, subject to the express provisions of the 1988 Plan, to approve the
employees nominated by the management of Newpark to be granted stock options,
to determine the number of stock options to be granted to employees, to set the
terms and conditions of stock options, to remove or adjust any restrictions and
conditions upon stock options and to adopt such rules and regulations, and to
make all other determinations, deemed necessary or desirable for the
administration of the 1988 Plan.
In selecting optionees, consideration is given to factors such as employment
position, duties and responsibilities, ability, productivity, length of
service, morale, interest in Newpark and recommendations of supervisors. Awards
may be granted to the same employee on more than one occasion. Each stock
option is evidenced by a written option agreement in a form approved by the
Committee.
The purchase price (the "Exercise Price") of Option Shares must be at least
equal to the fair market value of such shares on the date the stock option is
granted. The determination of fair market value of Option Shares is based on
Nasdaq quotations. The stock option term is for a period of ten years from the
date of grant or such shorter period as is determined by the Committee. Each
stock option may provide that it is exercisable in full or in cumulative or
noncumulative installments, and each stock option is exercisable from the date
of grant or any later date specified therein, all as determined by the
Committee. The Committee's authority to take certain actions under the 1988
Plan includes authority to accelerate vesting schedules and to otherwise waive
or adjust restrictions applicable to the exercise of stock options.
Each stock option may be exercised in whole or in part (but not as to
fractional shares) by delivering a notice of exercise to Newpark, together with
payment of the Exercise Price. The Exercise Price may be paid in cash, by
cashier's or certified check or, if the Committee authorizes payment in stock,
by surrender of previously owned shares of Common Stock.
Except as otherwise provided below, an optionee may not exercise a stock
option unless from the date of grant to the date of exercise the optionee
remains continuously in the employ of Newpark. If the employment of the
optionee terminates for any reason other than death, disability or retirement
at or after the age of 65, the stock options then currently exercisable remain
exercisable for a period of 90 days after such termination of employment
(except that the 90 day period is extended to 12 months if the optionee dies
during such 90 day period), subject to earlier expiration at the end of their
fixed term. If the employment of the optionee terminates because of death,
disability or retirement at or after the age of 65, the stock options then
currently exercisable remain in full force and effect and may be exercised at
any time during the option term pursuant to the provisions of the 1988 Plan.
An employee may receive incentive stock options covering Option Shares of any
value, provided that the value of all Option Shares subject to one or more of
such incentive stock options which are first exercisable in any one calendar
year may not exceed the maximum amount permitted under Section 422 of the Code
(currently $100,000). No employee may be granted incentive or nonstatutory
stock options in any calendar year with respect to more than 20,000 Option
Shares.
11
<PAGE>
Each stock option granted under the 1988 Plan is exercisable during an
optionee's lifetime only by such optionee. Stock options are transferable only
by will or the laws of intestate succession.
The Board of Directors may at any time suspend, amend or terminate the 1988
Plan. Stockholder approval is required, however, to materially increase the
benefits accruing to optionees, materially increase the number of securities
which may be issued (except for adjustments under anti-dilution clauses) or
materially modify the requirements as to eligibility for participation. The
1988 Plan authorizes the Committee to include in stock options provisions which
permit the acceleration of vesting in the event of a change in control of
Newpark resulting from certain occurrences. Newpark intends to maintain a
current registration statement under the Securities Act of 1933 with respect to
the shares of Common Stock issuable upon the exercise of stock options granted
under the 1988 Plan.
SUMMARY OF OPTION GRANTS
There are currently 72 employees (including five executive officers) eligible
to participate in the 1988 Plan. From the inception of the 1988 Plan through
December 31, 1994, stock options to purchase an aggregate of 566,333 Option
Shares (net of cancellations) were granted under the 1988 Plan, of which
options to purchase 374,981 Option Shares were outstanding at December 31,
1994, with an aggregate of 191,352 Option Shares having been acquired upon the
exercise of stock options. From the inception of the 1988 Plan through December
31, 1994, Messrs. Ballantine and Hardey received total stock option grants of
44,000 shares and 31,000 shares, respectively; all current executive officers
as a group (5 persons) received stock option grants of 75,000 shares; and all
employees other than current executive officers received stock option grants of
491,333 shares (net of cancellations). In addition to the foregoing grants,
Messrs. Sassower and Schneider each received a stock option to purchase 50,000
shares of Common Stock under the 1992 Directors' Stock Option Plan. Non-
employee directors are not eligible to participate in the 1988 Plan.
In February 1995, the Committee granted, subject to stockholder approval of
the amendment increasing the number of Option Shares issuable under the 1988
Plan, stock options covering an additional 199,000 Option Shares to 71
employees. The following table sets forth certain information with respect to
the February 1995 stock option grants. Future grants under the 1988 Plan will
be made at the discretion of the Committee and are not yet determinable.
NEW PLAN BENEFITS
AMENDED AND RESTATED 1988 INCENTIVE STOCK OPTION PLAN
<TABLE>
<CAPTION>
NUMBER OF
NAME OR POSITION OPTIONS GRANTED
- ---------------- ---------------
<S> <C>
James D. Cole................................................... 0
Wm. Thomas Ballantine........................................... 10,000
Matthew W. Hardey............................................... 8,000
Executive Group................................................. 18,000
Non-Executive Director Group.................................... 0
Non-Executive Officer Employee Group............................ 181,000
</TABLE>
All outstanding stock options under the 1988 Plan have a term of seven years,
are non-statutory stock options and are subject to vesting over a three-year
period, with one-third of the options becoming exercisable on each successive
anniversary of the date of grant. On April 26, 1995, the last sales price of
the Common Stock, as reported on the Nasdaq National Market System, was $21.94
per share.
12
<PAGE>
SUMMARY OF FEDERAL INCOME TAX CONSEQUENCES
The following discussion is a short summary of the Federal income tax
consequences of the grant and exercise of stock options under the 1988 Plan.
Tax Consequences to Optionees
Incentive Stock Options. An optionee recognizes no taxable income upon the
grant of an incentive stock option. In addition, there will be no taxable
income recognized by the optionee at the time of exercise of an incentive stock
option provided the optionee has been in the employ of Newpark at all times
during the period beginning on the date of grant and ending on the date three
months before the date of exercise.
Gain recognized upon a disposition of the Option Shares generally will be
taxable as long-term capital gain if the shares are not disposed of within (i)
two years from the date of grant of the incentive stock option and (ii) one
year from the exercise date. If both of these conditions are not satisfied, the
disposition is a "disqualifying disposition". In that event, gain equal to the
excess of the fair market value of the Option Shares at the exercise date over
the Exercise Price generally will be taxed as ordinary income and any further
gain will be taxed as long-term capital gain if the shares were held more than
12 months. Different rules apply if an optionee exercises a stock option by
surrendering shares of Common Stock which were previously acquired upon the
exercise of an incentive stock option and with respect to which the optionee
has not satisfied certain holding periods.
Shares acquired upon the exercise of an incentive stock option by the payment
of cash will have a basis equal to the Exercise Price of the stock option.
Different rules apply if an optionee exercises a stock option by surrendering
previously owned shares of Common Stock.
Upon the exercise of an incentive stock option, an amount equal to the excess
of the fair market value of the Option Shares at the exercise date over the
Exercise Price is treated as alternative minimum taxable income for purposes of
the alternative minimum tax.
Incentive stock options exercised by an optionee who has not satisfied the
applicable requirements as to continuous employment do not qualify for the tax
treatment discussed above. Instead, the exercise of such options will be
subject to the rules which apply to the exercise of nonstatutory stock options.
Nonstatutory Stock Options. An optionee recognizes no taxable income upon the
grant of a nonstatutory stock option. In general, upon the exercise of a
nonstatutory stock option, the optionee will recognize ordinary income in an
amount equal to the excess of the fair market value of the Option Shares on the
exercise date over the Exercise Price.
Shares acquired upon the exercise of a nonstatutory stock option by the
payment of cash will have a basis equal to their fair market value on the
exercise date and have a holding period beginning on the exercise date.
Different rules apply if an optionee exercises a stock option by surrendering
previously owned shares of Common Stock. Gain or loss recognized on a
disposition of the Option Shares generally will qualify as long-term capital
gain or loss if the shares have a holding period of more than 12 months.
Newpark generally must collect and pay withholding taxes upon the exercise of
a nonstatutory stock option. Withholding tax obligations arising from the
exercise of a nonstatutory stock option may be satisfied by any payment method
deemed appropriate by the Committee, including by withholding from the Option
Shares otherwise issuable upon the exercise of the nonstatutory stock option
the number of Option Shares having a fair market value equal to the amount of
the withholding tax obligation. If Option Shares are withheld upon exercise in
order to satisfy withholding taxes, such withholding will be treated as though
the
13
<PAGE>
optionee had received the withheld Option Shares upon the exercise of the
nonstatutory stock option and immediately sold them to Newpark at their fair
market value on the exercise date. The optionee accordingly must recognize
ordinary income in an amount equal to the excess of the fair market value of
the withheld Option Shares on the exercise date over the amount the optionee is
deemed to have paid for them, in addition to the ordinary income attributable
to the Option Shares which were not withheld.
Tax Consequences to Newpark
Newpark generally is allowed an income tax deduction for amounts that are
taxable to optionees as ordinary income under the foregoing rules, if it
satisfies all Federal income tax withholding requirements. Amounts deemed to be
compensation to executive officers as a result of the exercise of stock options
or the sale of Option Shares will not be taken into account in determining
whether the compensation paid to the executive exceeds the limits on
deductibility imposed under Section 162(m) of the Code.
MISCELLANEOUS
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 1996 Annual Meeting of
Stockholders must be received by Newpark by January 5, 1996, to be considered
by Newpark for inclusion in Newpark's proxy statement and form of proxy
relating to that meeting. Such proposals should be directed to the attention of
the Corporate Secretary, Newpark Resources, Inc., II Lakeway Center, Suite
1770, 3850 North Causeway Blvd., Metairie, LA 70002.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires Newpark's
officers and directors, and persons who own more than ten percent of a
registered class of Newpark's equity securities, to file reports of ownership
and changes in ownership with the Securities and Exchange Commission. Officers,
directors and greater than ten-percent stockholders are required by Securities
and Exchange Commission regulations to furnish Newpark with copies of all
Section 16(a) forms they file.
Based solely on review of the copies of such forms furnished to Newpark, or
written representation that no Forms 5 were required, Newpark believes that
during the period from January 1, 1994 to December 31, 1994 all Section 16(a)
filing requirements applicable to its officers, directors and greater than ten-
percent beneficial owners were complied with.
OTHER MATTERS
Neither Newpark nor any of the persons named as proxies knows of matters
other than those described above to be voted on at the Annual Meeting. However,
if any other matters are properly presented at the Annual Meeting, it is the
intention of the persons named as proxies to vote in accordance with their
judgment on such matters, subject to direction by the Board of Directors.
Newpark's Annual Report on Form 10-K for the year ended December 31, 1994,
accompanies this Proxy Statement, but is not to be deemed a part of the proxy
soliciting material.
WHILE YOU HAVE THE MATTER IN MIND, PLEASE COMPLETE, SIGN AND RETURN THE
ENCLOSED PROXY CARD.
14
<PAGE>
EXHIBIT "A"
AMENDMENT TO CERTIFICATE OF INCORPORATION
Paragraph A of Article Fourth of the Certificate of Incorporation of Newpark
Resources, Inc., is amended in its entirety to read in full as follows:
"FOURTH: A. The corporation is authorized to issue two classes of shares
to be designated, respectively, "Preferred Stock" and "Common Stock". The
total number of shares which this corporation shall have authority to issue
is Twenty-One Million (21,000,000), of which One Million (1,000,000) shall
be Preferred Stock and Twenty Million (20,000,000) shall be Common Stock.
The Preferred Stock and the Common Stock shall each have a par value of
$.01 per share."
<PAGE>
EXHIBIT "B"
AMENDED AND RESTATED
NEWPARK RESOURCES, INC.
1988 INCENTIVE STOCK OPTION PLAN
1. Purpose.
This Amended and Restated Newpark Resources, Inc., 1988 Incentive Stock
Option Plan (the "Plan") is intended to allow designated employees, executive
officers and other corporate and divisional officers (all of whom are sometimes
collectively referred to herein as "Employees") of Newpark Resources, Inc., a
Delaware corporation ("Newpark"), and Subsidiaries which it may have from time
to time (Newpark and such Subsidiaries being together referred to herein as the
"Company") to receive certain options ("Stock Options") to purchase Newpark's
common stock, $.01 par value (the "Common Stock"), as herein provided.
"Subsidiary" shall mean each corporation which is a "subsidiary corporation" of
Newpark, within the definition contained in Section 424(f) of the Internal
Revenue Code of 1986, as amended (the "Code"). The purpose of the Plan is to
provide Employees with additional incentives to make significant and
extraordinary contributions to the long-term performance and growth of the
Company and to attract and retain Employees of exceptional ability.
2. Administration.
2.1 The Plan shall be administered by the entire Board of Directors of
Newpark (the "Board"), provided all of the members of the Board qualify as
"disinterested persons" as that term is defined in Rule 16b-3(c)(2)(i)
promulgated by the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act") or by a Compensation Committee consisting of two or more Board members,
each of whom is a "disinterested person" as that term is defined in Rule 16b-
3(c)(2)(i) promulgated by the Commission pursuant to the Exchange Act (the
Board or, if applicable, the Compensation Committee administering the Plan
shall hereafter be referred to as the "Committee"). Notwithstanding the
foregoing, no action of the Committee shall be invalid if the "disinterested
persons" requirement in the preceding sentence is not met. The Committee shall
select one of its members as Chairman and shall act by vote of a majority of a
quorum, or by unanimous written consent. A majority of its members shall
constitute a quorum. The Committee shall be governed by the provisions of
Newpark's Bylaws and of Delaware law applicable to the Board, except as
otherwise provided herein or determined by the Board.
2.2 The Committee shall have full and complete authority, in its discretion,
but subject to the express provisions of the Plan: to approve the Employees
nominated by the management of the Company to be granted Stock Options; to
determine the number of Stock Options to be granted to an Employee; to
determine the time or times at which Stock Options shall be granted; to
establish the terms and conditions upon which Stock Options may be exercised;
to establish the terms and conditions upon which Stock Options may vest; to
remove or adjust any restrictions and conditions upon Stock Options; to
specify, at the time of grant, provisions relating to exercisability of Stock
Options and to accelerate or otherwise modify the exercisability of any Stock
Options; and to adopt such rules and regulations and to make all other
determinations deemed necessary or desirable for the administration of the
Plan. All interpretations and constructions of the Plan by the Committee, and
all of its actions hereunder, shall be binding and conclusive on all persons
for all purposes.
2.3 The Company hereby agrees to indemnify and hold harmless each Committee
member and each employee of the Company, and the estate and heirs of such
Committee member or employee, against all claims, liabilities, expenses,
penalties, damages or other pecuniary losses, including legal fees incurred by
such Committee member or employee, which such Committee member or employee, his
or her estate or heirs may suffer as a result of his or her responsibilities,
obligations or duties in connection with the Plan, to the extent that
insurance, if any, does not cover the payment of such items.
B-1
<PAGE>
3. Eligibility and Participation.
Employees eligible under the Plan shall be approved by the Committee from
those Employees who, in the opinion of the management of the Company, are in
positions which enable them to make significant and extraordinary contributions
to the long-term performance and growth of the Company. In selecting Employees
to whom Stock Options may be granted, consideration shall be given to factors
such as employment position, duties and responsibilities, ability,
productivity, length of service, morale, interest in the Company and
recommendations of supervisors. No member of the Committee shall be eligible to
participate under the Plan or under any other Company plan if such
participation would contravene the standard of paragraph 2.1 above relating to
"disinterested persons".
4. Grants.
The Committee may grant Stock Options in such amounts, at such times, and to
such Employees nominated by the management of the Company as the Committee, in
its discretion, may determine. Stock Options granted under the Plan shall
constitute "incentive stock options" within the meaning of Section 422 of the
Code, if so designated by the Committee on the date of grant. The Committee
shall also have the discretion to grant Stock Options which do not constitute
incentive stock options and any such Stock Options shall be designated
nonstatutory stock options by the Committee on the date of grant. The aggregate
fair market value (determined as of the time an incentive stock option is
granted) of the Common Stock with respect to which incentive stock options are
exercisable for the first time by any Employee during any one calendar year
(under all plans of the Company and any parent or subsidiary of the Company)
may not exceed the maximum amount permitted under Section 422 of the Code
(currently $100,000.00). Nonstatutory stock options shall not be subject to the
limitations relating to incentive stock options contained in the preceding
sentence; however, no employee may receive Stock Options in any calendar year
with respect to more than 20,000 shares of Common Stock. Subject to the
provisions of paragraph 11 hereof, the number of shares of Common Stock issued
and issuable pursuant to the exercise of Stock Options granted hereunder shall
not exceed 650,000 [1,000,000 if the proposed amendment is approved by the
stockholders]. Each Stock Option shall be evidenced by a written agreement (the
"Option Agreement") in a form approved by the Committee, which shall be
executed on behalf of the Company and by the Employee to whom the Stock Option
is granted. If a Stock Option expires, terminates or is cancelled for any
reason without having been exercised in full, the shares of Common Stock not
purchased thereunder shall again be available for purposes of the Plan.
5. Purchase Price.
The purchase price (the "Exercise Price") of shares of Common Stock subject
to each Stock Option ("Option Shares") shall equal the fair market value ("Fair
Market Value") of such shares on the date of grant of such Stock Option. The
Exercise Price of Option Shares subject to an incentive stock option granted to
an Employee who at the time of grant owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company or of any
parent or Subsidiary shall be at least equal to 110% of the Fair Market Value
of such shares on the date of grant of such Stock Option. The Fair Market Value
of a share of Common Stock on any date shall be equal to the closing price of
the Common Stock for the last preceding day on which Newpark's shares were
traded, and the method for determining the closing price shall be determined by
the Committee.
6. Option Period.
The Stock Option period (the "Term") shall commence on the date of grant of
the Stock Option and shall be ten years or such shorter period as is determined
by the Committee. Notwithstanding the foregoing, the Term of an incentive stock
option granted to an Employee who at the time of grant owns stock possessing
more than 10% of the total combined voting power of all classes of stock of the
Company or of any parent or subsidiary shall not exceed five years. Each Stock
Option shall provide that it is exercisable over its term in such periodic
installments as the Committee in its sole discretion may determine. Such
provisions need not
B-2
<PAGE>
be uniform. Notwithstanding the foregoing, but subject to the provisions of
paragraphs 2.2 and 11.3, Stock Options granted to Employees who are subject to
the reporting requirements of Section 16(a) of the Exchange Act ("Section 16
Reporting Persons") shall not be exercisable until at least six months and one
day from the date the Stock Option is granted. If an Employee shall not in any
period purchase all of the Option Shares which the Employee is entitled to
purchase in such period, the Employee may purchase all or any part of such
Option Shares at any time prior to the expiration of the Stock Option.
7. Exercise of Options.
7.1 Each Stock Option may be exercised in whole or in part (but not as to
fractional shares) by delivering it for surrender or endorsement to the
Company, attention of the Corporate Secretary, at the principal office of the
Company, together with payment of the Exercise Price and an executed Notice and
Agreement of Exercise in the form prescribed by paragraph 7.2. Payment may be
made in cash, by cashier's or certified check, or by surrender of previously
owned shares of the Company's Common Stock valued pursuant to paragraph 5 (if
the Committee authorizes payment in stock).
7.2 Exercise of each Stock Option is conditioned upon the agreement of the
Employee to the terms and conditions of this Plan and of such Stock Option as
evidenced by the Employee's execution and delivery of a Notice and Agreement of
Exercise in a form to be determined by the Committee in its discretion. Such
Notice and Agreement of Exercise shall set forth the agreement of the Employee
that: (a) no Option Shares will be sold or otherwise distributed in violation
of the Securities Act of 1933 (the "Securities Act") or any other applicable
federal or state securities laws, (b) each Option Share certificate may be
imprinted with legends reflecting any applicable federal and state securities
law restrictions and conditions, (c) the Company may comply with said
securities law restrictions and issue "stop transfer" instructions to its
Transfer Agent and Registrar without liability, (d) if the Employee is a
Section 16 Reporting Person, the Employee will furnish to the Company a copy of
each Form 4 or Form 5 filed by said Employee and will timely file all reports
required under federal securities laws, and (e) the Employee will report all
sales of Option Shares to the Company in writing on a form prescribed by the
Company.
7.3 No Stock Option shall be exercisable unless and until any applicable
registration or qualification requirements of federal and state securities
laws, and all other legal requirements, have been fully complied with. The
Company will use reasonable efforts to maintain the effectiveness of a
Registration Statement under the Securities Act for the issuance of Stock
Options and shares acquired thereunder, but there may be times when no such
Registration Statement will be currently effective. The exercise of Stock
Options may be temporarily suspended without liability to the Company during
times when no such Registration Statement is currently effective, or during
times when, in the reasonable opinion of the Committee, such suspension is
necessary to preclude violation of any requirements of applicable law or
regulatory bodies having jurisdiction over the Company. If any Stock Option
would expire for any reason except the end of its term during such a
suspension, then if exercise of such Stock Option is duly tendered before its
expiration, such Stock Option shall be exercisable and exercised (unless the
attempted exercise is withdrawn) as of the first day after the end of such
suspension. The Company shall have no obligation to file any Registration
Statement covering resales of Option Shares.
8. Employment Requirements.
Except as provided in paragraph 10 below, an Employee may not exercise a
Stock Option unless from the date of grant to the date of exercise such
Employee remains continuously in the employ of the Company. For purposes of
this paragraph 8, the period of continuous employment of an Employee with the
Company shall be deemed to include (without extending the term of the Stock
Option) any period during which such Employee is on leave of absence with the
consent of the Company, provided that such leave of absence shall not exceed
three (3) months and that such Employee returns to the employ of the Company at
the expiration of such leave of absence. If such Employee fails to return to
the employ of the Company at the expiration of
B-3
<PAGE>
such leave of absence, such Employee's employment with the Company shall be
deemed terminated as of the date such leave of absence commenced. The
continuous employment of an Employee with the Company shall also be deemed to
include any period during which such Employee is a member of the Armed Forces
of the United States, provided that such Employee returns to the employ of the
Company within ninety (90) days (or such longer period as may be prescribed by
law) from the date such Employee first becomes entitled to discharge. If an
Employee does not return to the employ of the Company within ninety (90) days
(or such longer period as may be prescribed by law) from the date such Employee
first becomes entitled to discharge, such Employee's employment with the
Company shall be deemed to have terminated as of the date such Employee's
military service ended.
9. Restrictions on Transfer.
Each Stock Option granted under this Plan shall be transferable only by will
or the laws of descent and distribution or pursuant to a qualified domestic
relations order (as defined in the Code). No interest of any Employee under the
Plan shall be subject to attachment, execution, garnishment, sequestration, the
laws of bankruptcy or any other legal or equitable process. Each Stock Option
granted under this Plan shall be exercisable during an Employee's lifetime only
by such Employee or by such Employee's legal representative.
10. Termination of Employment.
10.1 Upon an Employee's Retirement, Disability or death, (a) all Stock
Options to the extent then presently exercisable shall remain in full force and
effect and may be exercised pursuant to the provisions thereof, including
expiration at the end of the fixed term thereof, and (b) unless otherwise
provided by the Committee, all Stock Options to the extent not then presently
exercisable by such Employee shall terminate as of the date of such termination
of employment and shall not be exercisable thereafter.
10.2 Upon the termination of the employment of an Employee with the Company
for any reason other than the reasons set forth in paragraph 10.1 hereof, (a)
all Stock Options to the extent then presently exercisable by such Employee
shall remain exercisable only for a period of ninety (90) days after the date
of such termination of employment (except that the ninety (90) day period shall
be extended to twelve (12) months if the Employee shall die during such ninety
(90) day period), and may be exercised pursuant to the provisions thereof,
including expiration at the end of the fixed term thereof, and (b) unless
otherwise provided by the Committee, all Stock Options to the extent not then
presently exercisable by such Employee shall terminate as of the date of such
termination of employment and shall not be exercisable thereafter.
10.3 For purposes of this Plan:
10.3.1 "Retirement" shall mean an Employee's retirement from the employ
of the Company on or after the date on which such Employee attains the age
of sixty-five (65) years; and
10.3.2 "Disability" shall mean total and permanent incapacity of an
Employee, due to physical impairment or legally established mental
incompetence, to perform the usual duties of such Employee's employment
with the Company, which disability shall be determined: (i) on medical
evidence by a licensed physician designated by the Committee, or (ii) on
evidence that the Employee has become entitled to receive primary benefits
as a disabled employee under the Social Security Act in effect on the date
of such disability.
11. Adjustments Upon Change in Capitalization.
11.1 The number and class of shares subject to each outstanding Stock Option,
the Exercise Price thereof (but not the total price), the maximum number of
Stock Options that may be granted under the Plan, and the minimum number of
shares as to which a Stock Option may be exercised at any one time, shall be
proportionately adjusted in the event of any increase or decrease in the number
of the issued shares of
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Common Stock which results from a split-up or consolidation of shares, payment
of a stock dividend or dividends exceeding a total of five percent (5%) for
which the record dates occur in any one fiscal year, a recapitalization (other
than the conversion of convertible securities according to their terms), a
combination of shares or other like capital adjustment, so that upon exercise
of the Stock Option, the Employee shall receive the number and class of shares
such Employee would have received had such Employee been the holder of the
number of shares of Common Stock for which the Stock Option is being exercised
upon the date of such change or increase or decrease in the number of issued
shares of the Company.
11.2 Upon a reorganization, merger or consolidation of the Company with one
or more corporations as a result of which Newpark is not the surviving
corporation, or in which Newpark survives as a wholly-owned subsidiary of
another corporation, or upon a sale of all or substantially all of the property
of the Company to another corporation, or any dividend or distribution to
shareholders of more than ten percent (10%) of the Company's assets, adequate
adjustment or other provisions shall be made by the Company or other party to
such transaction so that there shall remain and/or be substituted for the
Option Shares provided for herein, the shares, securities or assets which would
have been issuable or payable in respect of or in exchange for such Option
Shares then remaining, as if the Employee had been the owner of such shares as
of the applicable date. Any securities so substituted shall be subject to
similar successive adjustments.
11.3 In the sole discretion of the Committee, Stock Options may include
provisions, on terms (which need not be uniform) authorized by the Committee in
its sole discretion, that accelerate the Employees' rights to exercise Stock
Options upon a sale of substantially all of the Company's assets, the
dissolution of Newpark or upon a change in the controlling shareholder interest
in Newpark resulting from a tender offer, reorganization, merger or
consolidation or from any other transaction or occurrence, whether or not
similar to the foregoing (each, a "Change in Control").
12. Withholding Taxes.
The Company shall have the right at the time of exercise of any Stock Option
to make adequate provision for any federal, state, local or foreign taxes which
it believes are or may be required by law to be withheld with respect to such
exercise ("Tax Liability"), to ensure the payment of such Tax Liability. The
Company may provide for the payment of any Tax Liability by any of the
following means or a combination of such means, as determined by the Committee
in its sole and absolute discretion in the particular case: (i) by requiring
the Employee to tender a cash payment to the Company; (ii) by withholding from
the Employee's salary; (iii) by withholding from the Option Shares which would
otherwise be issuable upon exercise of the Stock Option that number of Option
Shares having an aggregate fair market value (determined in the manner
prescribed by paragraph 5) as of the date the withholding tax obligation arises
in an amount which is equal to the Employee's Tax Liability; or (iv) by any
other method deemed appropriate by the Committee. Satisfaction of the Tax
Liability of a Section 16 Reporting Person may be made by the method of payment
specified in clause (iii) above only if the following two conditions are
satisfied:
(a) the withholding of Option Shares and the exercise of the related
Stock Option occurs at least six months and one day following the date of
grant of such Stock Option; and
(b) the withholding of Option Shares is made either (i) pursuant to an
irrevocable election ("Withholding Election") made by such Employee at
least six months in advance of the withholding of Option Shares or (ii) on
a day within a ten-day "window period" beginning on the third business day
following the date of release of the Company's quarterly or annual summary
statement of sales and earnings.
Anything herein to the contrary notwithstanding, a Withholding Election may
be disapproved by the Committee at any time.
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<PAGE>
13. Relationship to Other Employee Benefit Plans.
Stock Options granted hereunder shall not be deemed to be salary or other
compensation to any Employee for purposes of any pension, thrift, profit-
sharing, stock purchase or any other employee benefit plan now maintained or
hereafter adopted by the Company.
14. Amendments and Termination.
The Board of Directors may at any time suspend, amend or terminate this Plan.
No amendment or modification of this Plan may be adopted, except subject to
shareholder approval, which would: (a) materially increase the benefits
accruing to Employees under this Plan, (b) materially increase the number of
securities which may be issued under this Plan (except for adjustments pursuant
to paragraph 11 hereof), or (c) materially modify the requirements as to
eligibility for participation in the Plan.
15. Successors in Interest.
The provisions of this Plan and the actions of the Committee shall be binding
upon all heirs, successors and assigns of the Company and of Employees.
16. Other Documents.
All documents prepared, executed or delivered in connection with this Plan
shall be, in substance and form, as established and modified by the Committee
or by persons under its direction and supervision; provided, however, that all
such documents shall be subject in every respect to the provisions of this
Plan, and in the event of any conflict between the terms of any such document
and this Plan, the provisions of this Plan shall prevail. All Stock Options
granted under the Plan shall be evidenced by written agreements executed by the
Company and the Employees to whom the Stock Options have been granted. Each
agreement shall specify whether a Stock Option is an incentive stock option or
a nonstatutory stock option.
17. No Obligation to Continue Employment.
This Plan and grants hereunder shall not impose any obligation on the Company
to continue to employ any Employee. Moreover, no provision of this Plan or any
document executed or delivered pursuant to this Plan shall be deemed modified
in any way by any employment contract between an Employee (or other employee)
and the Company.
18. Misconduct of an Employee.
Notwithstanding any other provision of this Plan, if an Employee commits
fraud or dishonesty toward the Company or wrongfully uses or discloses any
trade secret, confidential data or other information proprietary to the
Company, or intentionally takes any other action materially inimical to the
best interests of the Company, as determined by the Committee, in its sole and
absolute discretion, such Employee shall forfeit all rights and benefits under
this Plan.
19. Term of Plan.
This Plan was adopted by the Board effective January 27, 1988. No Stock
Option may be granted under this Plan after January 27, 1998.
20. Governing Law.
This Plan shall be construed in accordance with, and governed by, the laws of
the State of Delaware.
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<PAGE>
21. Shareholder Approval.
No Stock Option shall be exercisable unless and until the shareholders of the
Company have approved this Plan and all other legal requirements have been
fully complied with.
22. Privileges of Stock Ownership.
The holder of a Stock Option shall not be entitled to the privileges of stock
ownership as to any shares of the Company Common Stock not actually issued to
such holder.
IN WITNESS WHEREOF, this Amended and Restated Plan has been executed
effective as of the 14th day of April, 1992.
NEWPARK RESOURCES, INC.
/s/ James D. Cole
By___________________________________
James D. Cole, President
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<PAGE>
NEWPARK RESOURCES, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 28, 1995
The undersigned, revoking any previous proxies for such stock, hereby
appoints James D. Cole and Edah Keating, and each of them, proxies of the
undersigned with full power of substitution to each, to vote all shares of
common stock of NEWPARK RESOURCES, INC., which the undersigned is entitled to
vote at the Annual Meeting of Stockholders of NEWPARK RESOURCES, INC., to be
held on June 28, 1995, and all postponements or adjournments thereof, with all
the power the undersigned would possess if personally present, with authority to
vote (i) as specified by the undersigned below and (ii) in the discretion of any
proxy upon any other business that may come before the meeting.
Vote this proxy as follows:
1. Election of Directors:
FOR ALL NOMINEES LISTED BELOW / / WITHHOLD VOTE / /
(except as marked to the contrary below) (for all nominees)
Dibo Attar, William Thomas Ballantine, James D. Cole, William W. Goodson, Alan
J. Kaufman, Philip S. Sassower, Lawrence I. Schneider, R. Michael Still, James
H. Stone
INSTRUCTION: TO WITHHOLD VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THROUGH THE
NOMINEE'S NAME IN THE ABOVE LIST.
2. Proposal to approve an amendment to Newpark's Certificate of
Incorporation to reduce the number of shares of Common Stock which Newpark is
authorized to issue from 50,000,000 to 20,000,000:
FOR / / AGAINST / / ABSTAIN / /
3. Proposal to approve an amendment increasing the number of shares of
Common Stock issuable under the Amended and Restated 1988 Incentive Stock Option
Plan from 650,000 to 1,000,000:
FOR / / AGAINST / / ABSTAIN / /
THIS PROXY WILL BE VOTED AS DIRECTED, OR, IF NO DIRECTION IS INDICATED, FOR THE
ELECTION OF THE NOMINEES OF THE BOARD OF DIRECTORS, FOR THE PROPOSAL AMENDING
THE CERTIFICATE OF INCORPORATION TO REDUCE THE AUTHORIZED NUMBER OF SHARES OF
COMMON STOCK, FOR THE AMENDMENT TO THE AMENDED AND RESTATED 1988 INCENTIVE STOCK
OPTION PLAN AND OTHERWISE IN THE DISCRETION OF ANY OF THE PERSONS ACTING AS
PROXIES.
PLEASE SIGN PROXY EXACTLY AS YOUR NAME OR NAMES APPEAR HEREON AND RETURN IN THE
ENCLOSED ENVELOPE.
SIGNATURE _________________________________________ DATE _______________
SIGNATURE _________________________________________ DATE _______________
Important: Please date this proxy and sign exactly as your name or names appear
hereon. If stock is held jointly, each should sign. Executors, administrators,
trustees, guardians and others signing in a representative capacity, please give
your full title(s). If this proxy is submitted to a corporation or partnership,
it should be executed in the full corporate or partnership name by a duly
authorized person.
