<PAGE>
As filed with the Securities and Exchange Commission on September 14, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
NEWPARK RESOURCES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 72-1123385
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3850 NORTH CAUSEWAY BOULEVARD, SUITE 1770
METAIRIE, LOUISIANA 70002
(Address of principal executive offices) (Zip Code)
AMENDED AND RESTATED NEWPARK RESOURCES, INC.
1988 INCENTIVE STOCK OPTION PLAN
(Full title of the Plan)
JAMES D. COLE, PRESIDENT
NEWPARK RESOURCES, INC.
3850 NORTH CAUSEWAY BOULEVARD, SUITE 1770
METAIRIE, LOUISIANA 70002
(Name and address of agent for service)
(504) 838-8222
(Telephone number, including area code, of agent for service)
Copy to:
HOWARD Z. BERMAN, ESQ.
ERVIN, COHEN & JESSUP
9401 WILSHIRE BOULEVARD, 9TH FLOOR
BEVERLY HILLS, CA 90212
(310) 273-6333
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER UNIT(*) OFFERING PRICE(*) REGISTRATION FEE
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock issuable
under the Amended and
Restated Newpark
Resources, Inc. 1988
Incentive Stock Option
Plan................... 350,000 shares** $20.25 $7,087,500 $2,440
====================================================================================================
</TABLE>
(*) Calculated pursuant to Rule 457(h)(l).
(**) Represents the additional shares of Common Stock issuable as a result of
the amendment of the Amended and Restated 1988 Incentive Stock Option Plan
(the "1988 Plan") approved at the annual meeting of stockholders on June
28, 1995. The 650,000 shares originally authorized under the 1988 Plan
have been previously registered on Forms S-8 (Registration Nos. 33-22291,
33-54060 and 33-83680).
<PAGE>
EXPLANATORY NOTE: The shares of Common Stock being registered hereby represent
the additional shares of Common Stock of Newpark Resources, Inc. ("Newpark")
issuable as a result of the amendment of the Amended and Restated 1988 Incentive
Stock Option Plan (the "1988 Plan") approved at the annual meeting of Newpark
stockholders on June 28, 1995. The 100,000 shares originally authorized under
the 1988 Plan (after giving effect to a one-for-ten reverse stock split
effective July 18, 1990) have been previously registered on Form S-8
(Registration No. 33-22291), an additional 350,000 shares authorized upon the
amendment and restatement of the 1988 Plan approved by the stockholders on July
16, 1992 have been previously registered on Form S-8 (Registration No. 33-54060)
and an additional 200,000 shares authorized upon the amendment of the 1988 Plan
approved by the stockholders on June 29, 1994 have been previously registered on
Form S-8 (Registration No. 33-83680). The contents of such earlier registration
statements are incorporated herein by reference.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Metairie, State of Louisiana, on September 13, 1995.
NEWPARK RESOURCES, INC.
By /S/ James D. Cole
-----------------------------------
James D. Cole, President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James D. Cole and Matthew W. Hardey, and each of
them, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all post-effective amendments to this
Registration Statement, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<C> <S> <C>
/S/ James D. Cole President, Chief Executive September 13, 1995
------------------------- Officer and Director
James D. Cole
/S/ Philip S. Sassower Chairman of the Board September 13, 1995
------------------------- and Director
Philip S. Sassower
/S/ Matthew W. Hardey Vice President of Finance September 13, 1995
------------------------- (Chief Financial and
Matthew W. Hardey Accounting Officer)
</TABLE>
(Signatures continued on following page)
II-2
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<C> <S> <C>
/S/ Dibo Attar Director September 13, 1995
-------------------------
Dibo Attar
/S/ Wm. Thomas Ballantine Director September 13, 1995
-------------------------
Wm. Thomas Ballantine
/S/ W.W. Goodson Director September 13, 1995
-------------------------
W.W. Goodson
/S/ Dr. Alan J. Kaufman Director September 13, 1995
-------------------------
Dr. Alan J. Kaufman
/S/ R. Michael Still Director September 13, 1995
-------------------------
R. Michael Still
/S/ James H. Stone Director September 13, 1995
-------------------------
James H. Stone
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
------- ----------- -------------
<S> <C> <C>
5.1 Opinion of Ervin, Cohen & Jessup.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Ervin, Cohen & Jessup
(included in Exhibit 5.1).
24.1 Powers of Attorney (included on pages
II-5 and II-6 hereof).
</TABLE>
II-4
<PAGE>
[LETTERHEAD OF ERVIN, COHEN & JESSUP APPEARS HERE]
Ref. Our File No.
00736-274
September 13, 1995
Newpark Resources, Inc.
3850 Causeway Boulevard
Suite 1770
Metairie, Louisiana 70002
Gentlemen:
We have acted as your counsel in connection with the preparation of a
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission (the "Registration Statement") with respect to 350,000 shares of
Common Stock Newpark Resources, Inc., a Delaware corporation ("Newpark"),
issuable from time to time upon the exercise of stock options granted and to be
granted pursuant to Newpark's Amended and Restated 1988 Incentive Stock Option
Plan (the "Plan"). The foregoing shares of Common Stock are hereinafter referred
to as the "Shares".
We have made such legal and factual examinations and inquiries as we deemed
advisable for the purpose of rendering this opinion. Based upon our examinations
and inquiries, it is our opinion that the Shares have been duly authorized by
the Board of Directors of the Company and, when issued in accordance with the
terms of Plan, and options granted pursuant thereto, the Shares will be validly
issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Ervin, Cohen & Jessup
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Newpark Resources, Inc. on Form S-8 of our report dated March 8, 1995, appearing
in the Annual Report on Form 10-K of Newpark Resources, Inc. for the year ended
December 31, 1994.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
New Orleans, Louisiana
September 12, 1995
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Amended and Restated Newpark Resources, Inc. 1988
Incentive Stock Option Plan of our report dated March 3, 1993, with respect to
the consolidated financial statements and schedule of Newpark Resources, Inc.
included in its Annual Report (Form 10-K) for the year ended December 31, 1994,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
New Orleans, Louisiana
September 12, 1995
