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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
NEWPARK RESOURCES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 72-1123385
(State of incorporation or organization) (I.R.S. Employer Identification No.)
3850 N. CAUSEWAY BLVD. SUITE 1770, METAIRIE, LOUISIANA 70002
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock, $.01 par value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None.
This Registration Statement contains a total of 5 pages. The Exhibit Index
is located on page 5.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The registrant's authorized capital consists of (i) 20,000,000 shares
of Common Stock, $.01 par value, and (ii) 1,000,000 shares of Preferred Stock,
$.01 par value. As of October 31, 1995, there were 10,124,786 shares of Common
Stock outstanding, held by 4,300 holders of record, and no shares of Preferred
Stock outstanding. The Common Stock has been accepted for listing on the New
York Stock Exchange.
Each share of Common Stock has an equal and ratable right to receive
dividends when, as and if declared by the Board of Directors out of assets
legally available therefor and subject to the dividend obligations of the
registrant to the holder of any preferred stock then outstanding. In the event
of a liquidation, dissolution or winding up of the registrant, the holders of
Common Stock are entitled to share equally and ratably in the assets available
for distribution after the payment of all liabilities and subject to any prior
rights of any holders of preferred stock that at the time may be outstanding.
Holders of Common Stock have no pre-emptive rights, conversion rights,
redemption provisions or sinking fund provisions. Each share of Common Stock
is entitled to one vote in the election of directors and on all matters
submitted to a vote of stockholders. Stockholders are not entitled to cumulate
votes in the election of directors and, therefore, holders of a majority of the
outstanding shares of Common Stock can elect all the directors. All outstanding
shares of Common Stock are fully paid and nonassessable.
The registrant's Certificate of Incorporation provides that the
registrant shall indemnify its officers and directors to the fullest extent
permitted by Delaware law against claims arising out of their actions as
officers or directors of the registrant. The Certificate of Incorporation also
provides that, to the fullest extent permitted by law, directors shall not be
personally liable for monetary damages for breach of the director's fiduciary
duty of care to the registrant or its stockholders. This provision does not
eliminate the director's duty of care or eliminate a stockholder's right to seek
equitable remedies such as an injunction or other forms of non-monetary relief.
Each director will continue to be subject to liability for (i) breach of the
director's duty of loyalty to the registrant or its stockholders; (ii) acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of law; (iii) improper declarations of dividends; and (iv)
transactions from which the director derived an improper personal benefit. The
provision also does not affect a director's responsibilities under any other
law, such as the Federal securities laws or Federal or state environmental laws.
The registrant is also authorized by its Certificate of Incorporation
to purchase and maintain insurance for its officers and directors against claims
arising out of their actions as officers or directors of the registrant, whether
or not the registrant would have the power to indemnify such officers or
directors for the claim under applicable law. The registrant currently does not
maintain such insurance.
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Pursuant to the Certificate of Incorporation, the registrant has
elected not to be governed by Section 203 of the Delaware General Corporation
Law. Section 203 generally prevents a corporation from entering into certain
business combinations with an interested stockholder (defined as any person or
entity that is the beneficial owner of at least 15% of a corporation's voting
stock) or its affiliates, unless (i) the transaction is approved by the board of
directors of the corporation prior to such business combination; or (ii) the
interested stockholder acquires 85% or the corporation's voting stock in the
same transaction in which the stockholder exceeds 15%; or (iii) the business
combination is approved by the board of directors and by a vote of two-thirds of
the outstanding voting stock not owned by the interested stockholder.
ITEM 2. EXHIBITS.
1.1 The registrant's Annual Report on Form 10-K for the year ended December
31, 1994.(1)
2.1 The registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 1995.(1)
2.2 The registrant's Quarterly Report on Form 10-Q for the quarter ended June
30, 1995.(1)
2.3 The registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995.(1)
3.1 The registrant's definitive proxy statement for the Annual Meeting of
Stockholders held on June 28, 1995.(1)
4.1 Certificate of Incorporation of the registrant, as amended.(1)
4.2 Bylaws of the registrant.(1)
5.1 Form of certificate representing shares of the registrant's Common
Stock.(1)
6.1 The registrant's Annual Report on Form 10-K for the year ended December
31, 1994.(1)(2)
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(1) In accordance with the instructions to this Form 8-A, these exhibits are
not being filed with, or incorporated by reference in, copies of this
Registration Statement filed with the Securities and Exchange Commission.
(2) The registrant delivered copies of its Annual Report on Form 10-K for the
year ended December 31, 1994 as its annual report to stockholders for such
year.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
NEWPARK RESOURCES, INC.
Date: November 14, 1995 By: /s/ James D. Cole
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James D. Cole, President
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EXHIBIT INDEX
Exhibit
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1.1 The registrant's Annual Report on Form 10-K for the year ended December 31,
1994.(1)
2.1 The registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 1995.(1)
2.2 The registrant's Quarterly Report on Form 10-Q for the quarter ended June
30, 1995.(1)
2.3 The registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995.(1)
3.1 The registrant's definitive proxy statement for the Annual Meeting of
Stockholders held on June 28, 1995.(1)
4.1 Certificate of Incorporation of the registrant, as amended.(1)
4.2 Bylaws of the registrant.(1)
5.1 Form of certificate representing shares of the registrant's Common
Stock.(1)
6.1 The registrant's Annual Report to Stockholders for the year ended December
31, 1994.(1)
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(1) In accordance with the instructions to this Form 8-A, these exhibits are
not being filed with, or incorporated by reference in, copies of this
Registration Statement filed with the Securities and Exchange Commission.
(2) The registrant delivered copies of its Annual Report on Form 10-K for the
year ended December 31, 1994 as its annual report to stockholders for such
year.
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