<PAGE>
===============================================================================
SCHEDULE 14A
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
[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)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] 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:
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
-------------------------------------------------------------------------
[_] 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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<PAGE>
[LOGO OF NEWPARK APPEARS HERE]
April 23, 1999
Dear Fellow Stockholder:
You are cordially invited to attend the 1999 Annual Meeting of Stockholders
of Newpark Resources, Inc., which will be held on Wednesday, May 26, 1999, at
10:00 a.m., Central Daylight Time, at I Lakeway Center, 3900 North Causeway
Blvd., Conference Room B, Metairie, Louisiana 70002. Both your Board of
Directors and I hope you will be able to attend.
There are two items on this year's agenda to which we direct your attention:
(1) to elect seven directors to the Board; and (2) to consider and act upon a
proposal to adopt the 1999 Employee Stock Purchase 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 OF JAMES D. COLE APPEARS
HERE]
JAMES D. COLE
Chairman of the Board, President
and Chief Executive Officer
<PAGE>
NEWPARK RESOURCES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 26, 1999
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, May 26, 1999, at 10:00
a.m., Central Daylight Time, at I Lakeway Center, 3900 North Causeway Blvd.,
Conference Room B, Metairie, Louisiana, for the following purposes:
(1) To elect a Board of Directors;
(2) To consider and act upon a proposal to adopt the 1999 Employee Stock
Purchase Plan; and
(3) To transact such other business as may properly come before the
meeting.
Only stockholders of record at the close of business on April 21, 1999, 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 of Edah Keating Appears Here]
Edah Keating
Secretary
Metairie, Louisiana
Dated: April 23, 1999
<PAGE>
NEWPARK RESOURCES, INC.
3850 North Causeway Blvd., Suite 1770
Metairie, Louisiana 70002
PROXY STATEMENT
April 23, 1999
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 May 26, 1999, 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 April 23, 1999.
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 proposal adopting the 1999 Employee Stock Purchase 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 April 21, 1999 are
entitled to receive notice of and to vote at the meeting. On that date,
Newpark had outstanding 68,888,551 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,
while the affirmative vote of a majority of the outstanding shares of
Newpark's Common Stock is necessary to adopt the 1999 Employee Stock Purchase
Plan. 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. 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.
<PAGE>
ELECTION OF DIRECTORS
Nominees and Voting
Seven 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 seven 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 21, 1999,
with respect to the Board's nominees:
<TABLE>
<CAPTION>
Director
Name of Nominee Age Since
--------------- --- --------
<S> <C> <C>
Dibo Attar.................................................... 59 1987
William Thomas Ballantine..................................... 54 1993
James D. Cole................................................. 58 1976
William W. Goodson............................................ 84 1971
David P. Hunt................................................. 57 1995
Alan J. Kaufman............................................... 61 1987
James H. Stone................................................ 73 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 Chairman of the Board of T.H. Lehman & Co., Inc., and as a
director of KTI, Inc.
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. Mr.
Cole has served as a director since joining Newpark and was elected Chairman
of the Board of Directors in April 1996.
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.
David P. Hunt joined Newpark's Board of Directors in November 1995. Prior to
joining Newpark and until his retirement in 1995, Mr. Hunt was employed by
Consolidated Natural Gas Company for 32 years, having most recently served as
President and Chief Executive Officer of New Orleans based CNG Producing
Company, an oil and gas exploration and production company.
Alan J. Kaufman, who retired in May 1997, had been engaged in the private
practice of medicine since 1969. Dr. Kaufman is a neurosurgeon. Dr. Kaufman
also is a director of Tesoro Petroleum Corporation.
James H. Stone is Chairman of the Board and Chief Executive Officer of Stone
Energy Corporation, which is engaged in oil and gas exploration.
2
<PAGE>
No family relationships exist between any of the directors or officers of
Newpark.
Meetings of the Board of Directors and Committees
Newpark maintains an Audit Committee, the current members of which are
William W. Goodson, Alan J. Kaufman and James H. Stone. The Audit Committee
met once during 1998.
Newpark maintains a Compensation Committee whose current members are Dibo
Attar, William W. Goodson, David P. Hunt, Alan J. Kaufman, 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 1998 and, on six occasions, took action by unanimous written
consent.
Newpark's Board of Directors held eight meetings during 1998. Each director
attended at least 75% of the meetings of the Board of Directors and of any
committees on which he served.
Compensation of Directors
In 1998, each Newpark director who was not otherwise employed full time by
Newpark received an annual retainer of $5,000, paid quarterly, and $1,500 for
each board meeting attended. No payments are made to directors for telephonic
board meetings or for committee meetings. All directors were reimbursed for
travel expenses incurred in attending meetings of the Board and committee
meetings. The same compensation arrangements will apply in 1999.
Pursuant to the provisions of the 1993 Non-Employee Directors' Stock Option
Plan, as amended (the "Non-Employee Directors' 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 10,000 shares of Common Stock at an
exercise price equal to the fair market value of the Common Stock on the date
of grant. The Non-Employee Directors' Plan also provides for the automatic
additional grant to each Non-Employee Director of stock options to purchase
10,000 shares of Common Stock on January 29, 1998, and each time the Non-
Employee director is re-elected to the Board of Directors. In accordance with
the provisions of the Non-Employee Directors' plan, on January 29, 1998,
Messrs. Attar, Goodson, Hunt, Kaufman and Stone were each granted a stock
option to purchase 10,000 shares of Common Stock at an exercise price of
$16.4375 per share, the fair market value of the Common Stock on the date of
grant. In addition, on May 13, 1998, the date of their re-election to the
Board at the 1998 Annual Meeting, Messrs. Attar, Goodson, Hunt, Kaufman and
Stone were each granted a stock option to purchase 10,000 shares of Common
Stock at an exercise price of $21.00 per share, the fair market value of the
Common Stock on the date of grant. Assuming their re-election to the Board at
the 1999 Annual Meeting, Messrs. Attar, Goodson, Hunt, Kaufman and Stone will
each receive an additional 10,000 share option on May 26, 1999.
EXECUTIVE OFFICERS
As of April 21, 1999, the executive officers of Newpark, their ages and
positions are as follows:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
James D. Cole........................... 58 Chairman of the Board, President and
Chief Executive Officer
William Thomas Ballantine............... 54 Executive Vice President
Matthew W. Hardey....................... 46 Vice President of Finance and
Chief Financial Officer
</TABLE>
For a description of the business experience of Messrs. Ballantine and Cole
during the past five years, see "ELECTION OF DIRECTORS--Business Experience of
Directors During the Past Five Years", above.
3
<PAGE>
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 1973 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 21, 1999, by (i)
each person who is known by Newpark to be the beneficial owner of more than
five percent (5%) of Newpark's outstanding Common Stock, (ii) each director of
Newpark, (iii) the executive officers of Newpark 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 person named in the table
has sole voting and investment power with respect to all shares of Common
Stock beneficially owned by such person, except to the extent that authority
is shared by spouses under applicable law.
<TABLE>
<CAPTION>
Shares
Beneficially
Owned(1)
-----------------
Beneficial Owner Number Percent
---------------- --------- -------
<S> <C> <C>
James D. Cole(2).............................................. 1,242,624 1.80%
James H. Stone(3)............................................. 824,168 1.20%
Alan Kaufman(4)............................................... 774,060 1.12%
Matthew W. Hardey............................................. 222,225 *
Dibo Attar.................................................... 184,676 *
Wm. Thomas Ballantine......................................... 120,666 *
David P. Hunt................................................. 59,468 *
William W. Goodson............................................ 47,668 *
All directors and executive officers as a group (8 persons)... 3,475,555 5.00%
</TABLE>
- --------
* Indicates ownership of less than one percent.
(1) Includes shares which may be purchased upon the exercise of stock options
which are exercisable as of April 21, 1999, or become exercisable within
60 days thereafter, for the following: Mr. Cole--140,000 shares; Mr.
Stone--6,668 shares; Dr. Kaufman--36,668 shares; Mr. Hardey--168,933
shares; Mr. Attar--111,668 shares; Mr. Ballantine--120,666 shares; Mr.
Hunt--44,468 shares; Mr. Goodson--34,668 shares; and all directors and
executive officers as a group--663,739 shares.
(2) Includes 280,336 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 280,336 shares held by the four Trusts.
(3) Includes 8,500 shares held in a trust of which the beneficiaries are
children of Mr. Stone, and Mr. Stone disclaims beneficial ownership of
these shares. Also includes 1,300 shares held in a family trust of which
Mr. Stone is a beneficiary and 100,000 shares owned by the Stone Family
Fund, LLC, of which Mr. Stone is the sole managing member and holds a 4%
membership interest.
(4) Includes 14,000 shares held in a Trust of which the beneficiaries are
children of Dr. Kaufman and 12,600 shares held by his spouse. Dr. Kaufman
disclaims beneficial ownership of these shares.
4
<PAGE>
EXECUTIVE COMPENSATION
The following table summarizes all compensation paid to Newpark's President
and Chief Executive Officer, Newpark's Executive Vice President and Newpark's
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
1998) for services rendered in all capacities to Newpark for the years ended
December 31, 1998, 1997 and 1996.
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........... 1998 $280,000 $ 0 -- $11,109
President and Chief 1997 220,000 220,000 -- 9,799
Executive Officer 1996 200,000 220,000 -- 8,700
Wm. Thomas Ballantine... 1998 220,000 0 20,000 7,356
Executive Vice 1997 200,000 100,000 -- 7,918
President 1996 185,000 100,000 160,000 6,645
Matthew W. Hardey....... 1998 160,000 0 20,000 7,138
Vice President of 1997 145,000 60,000 -- 6,090
Finance and Chief 1996 112,000 55,000 120,000 4,014
Financial Officer
</TABLE>
- --------
(1) Number of shares of Common Stock underlying options granted under the 1995
Incentive Stock Option Plan (the "1995 Plan") and the Amended and Restated
1988 Incentive Stock Option Plan. For 1996, the number of shares indicated
reflects the two-for-one stock split effective May 1997 and the 100% stock
dividend effective November 1997.
(2) Includes contributions by Newpark to a defined contribution 401(k) Plan
for Messrs. Cole, Ballantine and Hardey of $6,159, $4,188 and $5,642,
respectively for 1998, $4,750 each for 1997 and $3,750, $3,736 and $3,430,
respectively, for 1996. Additional amounts indicated represent excess
group term life insurance premiums paid by Newpark for the benefit of each
of the named executive officers.
Option Grants in Last Fiscal Year
The following table sets forth certain information at December 31, 1998, and
for the year then ended, with respect to stock options granted to the
individuals named in the Summary Compensation Table. 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
Number of Percentage of Annual Rate of Stock
Securities Total Options Price Appreciation
Underlying Granted to Exercise for Option Term (3)
Options Employees in Price Per Expiration ---------------------
Name Granted 1998 Share(2) Date 5% 10%
---- ---------- ------------- --------- ---------- -- ---
<S> <C> <C> <C> <C> <C> <C>
James D. Cole........... -- -- -- -- -- --
W. Thomas Ballantine.... 20,000(1) 1.73% $14.00 01/12/05 $ 113,988 $ 265,641
Matthew W. Hardey....... 20,000(1) 1.73% $14.00 01/12/05 113,988 265,641
</TABLE>
- --------
(1) The options were granted on January 12, 1998 under the 1995 Plan and first
become exercisable on January 12, 1999, vesting at the rate of one-third
per year over the three years following the date of grant.
5
<PAGE>
(2) At the discretion of the Compensation Committee, the exercise price may be
paid by delivery of already-owned shares of Common Stock valued at the
fair market value on the date of exercise, and the tax withholding
obligations related to the exercise of the stock options, if any, may be
satisfied by offset of the underlying shares, subject to certain
conditions. The Compensation Committee retains the discretion, subject to
plan limits, to modify the terms of outstanding options and to reprice the
options, and the options are transferable so long as such transfer would
not cause the options to fail to qualify for the exemption provided for in
Section 16b-3 of the Securities Exchange Act of 1934, as determined by the
Compensation Committee.
(3) The potential realizable values shown under these columns represent the
future value of the options (net of exercise price) assuming the market
price of the Common Stock appreciates annually by 5% and 10%,
respectively. The 5% and 10% rates of appreciation are prescribed by the
Securities and Exchange Commission (the "Commission") and are not intended
to forecast possible future appreciation of Newpark's Common Stock.
Option Exercises in Last Fiscal Year and Year-End Value
The following table sets forth information for the named executive officers
regarding the exercise of stock options during 1998 and the unexercised stock
options held by them as of December 31, 1998.
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options Held at In-the-Money Options
Shares December 31, 1998 at December 31, 1998
Acquired on Value ------------------------- -------------------------
Name Exercise(#) Realized($)(1) Exercisable/Unexercisable Exercisable/Unexercisable
---- ----------- -------------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
James D. Cole........... 140,000 $2,546,600 $140,000/$ 0 $420,350/$ 0
Wm. Thomas Ballantine... 34,666 689,144 107,332/ 73,334 42,035/ 4,583
Matthew W. Hardey....... -- -- 155,599/ 60,001 242,203/ 4,584
</TABLE>
- --------
(1) Based on the closing price on the New York Stock Exchange of Newpark's
Common Stock on that date ($6.8125), minus the exercise price.
Employment Agreement
James D. Cole serves as Chairman of the Board, President and Chief Executive
Officer 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 $280,000 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 of the Board of Directors (the "Compensation
Committee"), which consists of Messrs. Attar, Goodson, Hunt, Kaufman 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 Compensation Committee has
prepared the following report for inclusion in this Proxy Statement.
Chief Executive Officer Compensation
Mr. Cole's compensation for 1998 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. Mr.
Cole received a base salary of $280,000 in 1998 under the Employment
Agreement, which was an increase of $60,000 from his 1997 base salary.
6
<PAGE>
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 the long-term
prospects of Newpark. Based on the calculation of pre-tax profit under the
Employment Agreement, Mr. Cole did not receive a bonus for 1998.
Mr. Cole also participates in Newpark's defined contribution plan.
Executive Officers Compensation
In 1998, compensation paid to Newpark's executive officers other than Mr.
Cole consisted of salary and contributions to a defined contribution plan. The
compensation of executive 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. Given the performance achieved by Newpark as a whole and the
performance of individual operating units, no bonuses were paid to any of the
executive officers for 1998.
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. During 1998, options to purchase 20,000
shares of common stock were granted to each of the executive officers other
than Mr. Cole, with an exercise price equal to the fair market value of the
Common Stock on the date of grant.
Internal Revenue Code Amendments
The Compensation Committee continues to consider the anticipated tax
treatment to Newpark regarding the compensation and benefits paid to its Chief
Executive Officer and the other executive officers of Newpark in light of the
1993 addition to Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code"). The Compensation Committee will from time to time
consider changes to Newpark's compensation structure, including amendments to
its equity-based incentive plans, necessary to preserve the deductibility of
all compensation paid by Newpark which is subject to Section 162(m) of the
Code. While Newpark does not expect to pay its executive officers compensation
in 1999 in excess of the Section 162(m) deductibility limit, the Board of
Directors and the Compensation Committee retain discretion to authorize the
payment of compensation that does not qualify for income tax deductibility
under Section 162(m).
If the Board's nominees are elected at the Annual Meeting, the Board intends
to appoint Dibo Attar, William W. Goodson, David P. Hunt, Alan J. Kaufman, and
James H. Stone to serve on the Compensation Committee.
Dibo Attar Alan J. Kaufman
David P. Hunt James H. Stone
William W. Goodson
7
<PAGE>
Performance Graph
The following graph reflects a comparison of the cumulative total
stockholder return of Newpark Common Stock from December 31, 1993 through
December 31, 1998 with the New York Stock Exchange Market Value Index,
Newpark's broad equity market index, and the Media General Oil & Gas
Equipment/Services Index, Newpark's peer group index. The graph assumes that
the value of the investment in Newpark Common Stock and each index was $100 on
December 31, 1993 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.
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Newpark Resources, Inc................ 100.00 266.67 259.69 434.76 816.99 318.04
Broad Market Index.................... 100.00 98.06 127.15 153.16 201.50 239.77
Peer Group Index...................... 100.00 94.59 127.33 189.09 286.60 147.37
</TABLE>
Compensation Committee Interlocks and Insider Participation
Mr. Goodson served on the Compensation Committee of Newpark during 1998. Mr.
Goodson was formerly an officer of a Newpark subsidiary.
8
<PAGE>
APPROVAL OF 1999 EMPLOYEE STOCK PURCHASE PLAN
Introduction
The Newpark Resources, Inc. 1999 Employee Stock Purchase Plan (the "Purchase
Plan") was adopted by the Board of Directors in March 1999, subject to
stockholder approval. The Purchase Plan allows participating U.S. employees to
purchase Newpark Common Stock at a discount from its fair market value. A
maximum of 500,000 (sometimes called "Award Shares" herein) of Newpark Common
Stock may be issued under the Purchase Plan.
Newpark intends to conduct a continuous series of six month offerings of its
Common Stock, commencing in June 1999, to eligible employees who elect to
participate in the Purchase Plan. Each offering (an "Offering period")
commences on the first business day after the completion of the immediately
prior offering and terminates approximately six months thereafter. The Plan
will expire in March 2009.
The Purchase Plan is intended to qualify as an "employee stock purchase
plan" within the meaning of Section 423 of the Code. The purpose of the
Purchase Plan is to encourage all full-time U.S. employees of Newpark to
acquire or increase their proprietary interest in Newpark and to remain in the
employ of Newpark. The Board of Directors recommends that the shareholders
vote "FOR" the Purchase Plan.
The full text of the Purchase Plan is set forth as Exhibit A hereto, and
stockholders are urged to refer to it for a complete description of the
Purchase Plan. The summary of the principal features of the Purchase Plan
which follows is qualified in its entirety by reference to the complete text
of the Purchase Plan.
Principal Features of the Purchase Plan
The Purchase Plan is administered by the Committee, none of whose members
are eligible to receive awards under the Purchase Plan. The Committee has
complete authority, subject to the express provisions of the Purchase Plan, to
determine when the first offering shall be made, to determine the aggregate
number of shares of Common Stock to be made available for each offering and to
adopt such rules and regulations and to make all other determinations deemed
necessary or desirable for the administration of the Purchase Plan.
Each full-time employee of Newpark or one of Newpark's designated U.S.
subsidiaries is eligible to participate in the Purchase Plan, provided such
employee has been employed continuously by Newpark or a designated U.S.
subsidiary for at least 90 days immediately before the commencement of the
then-current Offering Period. For purposes of the Purchase Plan, a full-time
employee is any employee, as defined by the Code, except an employee whose
customary employment is for less than 20 hours per week or for less than five
months in any calendar year. Officers and directors who are also employees are
eligible to participate in the Purchase Plan. Approximately 1,200 employees
currently are eligible to participate.
Each participant in the Purchase Plan must, at the time such participant
elects to participate, agree to permit the withholding of amounts from his or
her salary on each payday during the time he or she is a participant. The
minimum deduction permitted under the Purchase Plan is $5.00 per week, and the
maximum deduction is 10% of a participant's Annualized Base Pay. For purposes
of the Purchase Plan, "Annualized Base Pay" means the participant's current
annualized base pay, excluding overtime and all other extra compensation such
as bonuses and contributions to pension, profit sharing, health, life
insurance and other plans. A participant may not vary the amount of his or her
payroll deduction during an Offering Period, but may withdraw from the
Purchase Plan after an Offering Period has commenced. In the event of
withdrawal, all of the payroll deductions credited to the participant's
account will be paid to the participant, without interest, and no further
deductions will be made from the participant's salary during that Offering
Period. A participant's withdrawal will not have any effect upon his or her
eligibility to participate in any subsequent Offering Period. No contributions
are made to the Purchase Plan by Newpark or its subsidiaries, and no
participant (except certain employees on leave of absence) may contribute to
the Purchase Plan other than by payroll deductions in the manner described
above.
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At the beginning of each Offering Period, the Committee determines the
number of Award Shares collectively awarded to all participants in the
offering. Each participant is granted an award to purchase that number of
Award Shares which is equal to the total number of Award Shares multiplied by
a fraction, the numerator of which is such participant's payroll deductions
for the Offering Period and the denominator of which is the total payroll
deductions of all participants for the Offering Period. Unless the Committee
receives written notice of election by a participant to withdraw from the
Purchase Plan, the award automatically will be exercised for such participant
on the last day of the applicable Offering Period for the maximum number of
Award Shares which such participant's accumulated payroll deductions will
purchase at the applicable purchase price, but in no event in excess of the
maximum number of shares subject to the award. The purchase price of Award
Shares is 85% of the fair market value of such shares on the first day or last
day of the applicable Offering Period, whichever is lower. Any amount
remaining in a participant's account after the exercise in full of an award is
carried forward in the account and is available for the next succeeding
offering to the extent it is attributable to fractional shares, but will be
refunded to the participant to the extent it exceeds the amount attributable
to fractional shares. The determination of the fair market value of Award
Shares is based on New York Stock Exchange quotations.
The value of the Award shares acquired by a participant in any one calendar
year may not exceed $25,000. In addition, no award may be made to an employee
if, immediately after the grant, such employee would own (actually or by
attribution) stock and options or awards to purchase stock representing five
percent or more of the voting power of Newpark.
Any participant whose employment with Newpark is terminated for any reason,
including retirement, will immediately cease to be a participant. Any award
which a participant was granted under the Purchase Plan will expire upon and
may not be exercised after termination of employment (except by such
participant's designated beneficiary in the event of his or her death), and
all payroll deductions remaining in such participant's account will be
returned to him or her (or to the designated beneficiary), without interest,
within 30 days after termination.
Neither awards granted under the Purchase Plan, the payroll deductions
credited to a participant's account or any rights to receive Award Shares
under the Purchase Plan may be assigned, transferred, pledged or otherwise
disposed of in any way by a participant, except by will or the laws of
intestate succession or to a designated beneficiary.
The Board of Directors may at any time suspend, amend or terminate the
Purchase Plan. However, no such action may affect awards previously granted.
In addition, stockholder approval must be obtained to authorize the sale of
more than a total of 500,000 shares of Common Stock under the Purchase Plan,
to effect any change in the eligibility requirements for participation in the
Purchase Plan or to materially increase the benefits accruing to participants
under the Purchase Plan.
Future awards under the Purchase Plan are made at the discretion of the
Committee, and the number of Award Shares purchased by a participant depends
on the amount of his or her payroll deductions during an Offering Period.
Accordingly, the future benefits under the Purchase Plan are not yet
determinable.
Summary of Federal Income Tax Consequences
The following discussion is a short summary of the Federal income tax
consequences of awards and purchases of Award Shares under the Purchase Plan.
Tax Consequences to Participants
Amounts deducted from a participant's pay under the Purchase Plan will be
taxable income to the participant which the participant must include in his or
her gross income for Federal income tax purposes in the year in which he or
she would otherwise have received such amounts. A participant will not
recognize any income when he or she receives an award to purchase Award Shares
at the beginning of an Offering Period or when he or she purchases Award
Shares on the last day of an Offering period.
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A participant will be subject to Federal income tax on the disposition of
Award Shares. The Federal income tax consequences of a disposition of Award
Shares depend on the length of time the participant holds the Award Shares. If
a participant sells or otherwise disposes of Award Shares (other than a
transfer resulting from death) within two years after the date on which the
participant received the award (the first day of the Offering Period), he or
she will recognize in the year of such sale or disposition (regardless of the
amount realized on such sale or disposition) ordinary income in an amount
equal to the excess of: (a) the fair market value of the Award Shares on the
date he or she purchased them (the last day of the Offering Period), over (b)
the purchase price paid for such Award Shares. Any further gain realized on
the sale or disposition will be taxed as capital gain, and any loss realized
on the sale or disposition (after increasing the basis of the Award Shares by
the ordinary income he or she recognizes) will be treated as a capital loss.
It is therefore possible for a participant to recognize both ordinary income
and capital loss on a sale or disposition of Award Shares.
If a participant sells or otherwise disposes of the Award Shares (other than
a transfer resulting from death) more than two years after the date on which
he or she received the award (the first day of the Offering Period), the
participant will recognize ordinary income in the year of such sale or
disposition in an amount equal to the lesser of: (a) the excess of the fair
market value of the Award Shares on the date of the award (the first day of
the Offering Period) over the purchase price paid for the Award Shares, or (b)
the excess of the fair market value of the Award Shares at the time of the
sale or disposition over the purchase price he or she paid for them. Any
further gain realized on the sale or disposition will be long-term capital
gain. Any loss realized on the sale or disposition will be long-term capital
loss.
Different rules apply if the disposition of the Award Shares results from
the participant's death.
Tax Consequences to Newpark
Newpark generally will be allowed an income tax deduction for amounts
taxable to a participant as ordinary income resulting from the sale or
disposition of the Award Shares by the participant (other than in a transfer
resulting from the participant's death) within two years after the participant
received the award. Newpark will not be allowed an income tax deduction for
amounts which are taxable to a participant as ordinary income upon the
participant's death or upon the sale or disposition of the Award Shares more
than two years after the participant received the award.
MISCELLANEOUS
Stockholder Proposals
Stockholder proposals intended to be presented at the 2000 Annual Meeting of
Stockholders must be received by Newpark by December 31, 1999, 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., 3850 North
Causeway Blvd., Suite 1770, Metairie, Louisiana 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 and the
New York Stock Exchange. 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 representations that no Forms 5 were required, Newpark believes that
during the period from January 1, 1998 to December 31, 1998 all Section 16(a)
filing requirements applicable to its officers, directors and greater than
ten-percent beneficial owners were complied with.
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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.
Newpark's Annual Report on Form 10-K for the year ended December 31, 1998
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.
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EXHIBIT A
NEWPARK RESOURCES, INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose.
This Newpark Resources, Inc. 1999 Employee Stock Purchase Plan (the "Plan")
is intended as an incentive to encourage stock ownership by employees of
Newpark Resources, Inc., a Delaware corporation ("Newpark"), and Subsidiaries
which it may have from time to time (Newpark and its Subsidiaries together
being referred to herein as the "Company"), so that they may acquire a
proprietary interest, or increase their proprietary interest, in the Company,
and to encourage them to remain in the employ of the Company and its
Subsidiaries. "Subsidiary" shall mean each corporation which (i) is or becomes
a "subsidiary corporation" of Newpark, within the definition contained in
Section 424(f) of the Internal Revenue Code of 1986, as amended (the "Code"),
(ii) conducts its principal business operations in the United States, and
(iii) is designated to have its employees participate in this Plan by the
Committee (as defined below). It is further intended that the Plan qualify as
an "employee stock purchase plan" within the meaning of Section 423 of the
Code.
2. Administration.
2.1 The Plan shall be administered by the Compensation Committee (the
"Committee") of Newpark's Board of Directors (the "Board"). Each member of the
Committee shall be a "Non-Employee Director" as that term is defined in Rule
16b-3 promulgated by the Securities and Exchange Commission pursuant to the
Securities and Exchange Act of 1934, as amended, but no action of the
Committee shall be invalid if this requirement 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 the
Company'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 designate which
corporations shall be "Subsidiaries" under this Plan, to determine when the
first offering shall be made; to determine the aggregate number of shares of
common stock, $0.01 par value per share, of Newpark ("Common Stock"), to be
made available for each offering, and to adopt such rules and regulations and
to make all other interpretations, constructions or determinations deemed
necessary or desirable for the administration of the Plan in its discretion.
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, which such
Committee member or employee or 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.
3. Eligibility.
3.1 Each regular full-time employee of the Company shall be eligible to
participate in the Plan, provided such employee has been employed continuously
by the Company for at least 90 days as of the Effective Date or any subsequent
Offering Date (in each case as defined in paragraph 4 below).
3.2 The term "employee" shall have the same meaning as the term "employee"
as defined in Treasury Regulation Section 1.421-7(h), and shall include
officers, directors who are also employees and employees on Participant Leaves
of Absence (as defined in paragraph 22), but shall exclude employees whose
customary employment is for less than 20 hours per week or for less than five
months in any calendar year.
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3.3 Any provision of the Plan to the contrary notwithstanding, no employee
shall be granted an award:
(a) if, immediately after the grant, such employee would own stock,
and/or hold outstanding options to purchase stock, possessing 5% or more of
the total combined voting power or value of all classes of stock of Newpark
or of any subsidiary or parent of Newpark, determinations of employee stock
ownership being made for this purpose in accordance with Section 424(d) of
the Code; or
(b) which permits such employee's rights to purchase stock under all
employee stock purchase plans (within the meaning of Section 423 of the
Code) for the Company to accrue at a rate which exceeds $10,000 in fair
market value of such stock (determined at the time the award is made) for
each calendar year in which such award would be outstanding at any time,
within the meaning of Section 423(b)(8) of the Code.
4. Offering Dates.
The Plan will be implemented by a continuous series of offerings, each of
which shall commence on the first business day after the completion of the
immediately prior offering (the "Offering Date") and shall terminate six
months after the applicable Offering Date (the "Termination Date"). The first
offering shall be made as soon after stockholder approval of the Plan as is
determined by the Committee in its sole discretion (the "Effective Date"). No
offering shall be made if in the opinion of the Committee the Common Stock
available under the Plan has been so substantially exhausted as to make an
offering to all eligible employees impractical under the Plan.
5. Participation.
An eligible employee may become a participant by completing and filing an
authorization for a payroll deduction on the form provided by the Committee.
Payroll deductions shall become effective on the first Offering Date after a
participant has filed an authorization and shall terminate upon the earlier to
occur of (i) the participant's request to have payroll deductions
discontinued, as set forth in paragraph 6.3, or (ii) the ceasing for any
reason of the participant to meet the eligibility requirements of paragraph 3,
in which event the provisions of paragraph 9.2 shall apply. Each participant
will receive an award on each Offering Date, and all participants will have
the same rights and privileges under the Plan.
6. Payroll Deductions.
6.1 At the time a participant files an authorization for a payroll
deduction, he or she shall elect to have deductions made from his or her
Annualized Base Pay, as hereinafter defined, on each payday during the time he
or she is a participant. The minimum deduction permitted hereunder shall be
$5.00 per week, and the maximum deduction shall be 10% of the participant's
Annualized Base Pay. For purposes of the Plan, the term "Annualized Base Pay"
shall mean the participant's current annualized base pay from the Company
(excluding overtime and all other extra compensation such as bonuses and
contributions to pension, profit sharing, health and life insurance and other
plans).
6.2 All payroll deductions made for a participant shall be credited to his
or her account under the Plan and held with other Company funds. A participant
may not make any separate cash payment into such account, except as provided
in paragraph 22.
6.3 A participant may elect to have payroll deductions completely
discontinued at any time, but an election to discontinue payroll deductions
during an offering shall be deemed to be an election to withdraw pursuant to
paragraph 9.1. No change in payroll deductions other than complete
discontinuance can be made during an offering, and, specifically, once an
offering has commenced, a participant may not alter the rate of his or her
payroll deductions for such offering.
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7. Granting of Awards.
7.1 On each Offering Date, the Committee shall determine the number of
available shares of Common Stock which will be sold to participants in such
offering. On each Offering Date, each participant shall be granted an award to
purchase up to that number of available shares which is equal to the total
number of available shares for such offering multiplied by a fraction, the
numerator of which is the amount of payroll deductions from such participant's
Annualized Base Pay authorized by such participant for the offering period
beginning on such Offering Date, and the denominator of which is the total
amount of payroll deductions from the Annualized Base Pay of all participants
authorized by such participants for the offering period beginning on such
Offering Date. The purchase price of each such share shall be the lower of:
(a) 85% of the fair market value per share of the Common Stock on the
Offering Date, or
(b) 85% of the fair market value per share of the Common Stock on the
Termination Date.
7.2 The fair market value of a share of Common Stock 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.
8. Exercise of Awards.
8.1 Unless a participant gives written notice to the Committee as
hereinafter provided, the participant's award will be exercised automatically
for such participant on the Termination Date for the purchase of as many full
shares of Common Stock (no fractional shares shall be issued under this Plan)
as the accumulated payroll deductions in such participant's account at that
time will purchase at the applicable purchase price (but not to exceed the
maximum number of shares subject to the award), and such shares shall be
credited to the participant's account at such time. The amount remaining in
the account of a participant after the exercise in full of an award shall be
carried forward in the participant's account and be available for the next
succeeding offering to the extent such remaining amount is attributable to
fractional shares; such remaining amount shall be refunded to the participant
to the extent it exceeds the amount attributable to fractional shares.
8.2 No participant may purchase during any calendar year Common Stock under
this and all other employee stock purchase plans (within the meaning of
Section 423 of the Code) of the Company having a fair market value (determined
at the time the award is made) in excess of $10,000. When a participant has
purchased the maximum amount of stock which may be purchased in any calendar
year, all amounts credited to such participant's account under the Plan in
excess of the amount applied to the purchase of such stock shall be returned
to the participant, payroll deductions for the participant shall cease and the
participant shall be ineligible to participate in any additional offering
during such calendar year.
8.3 Upon a participant's death, the participant's beneficiary (or executor
or administrator, as determined under paragraph 12) shall have the right to
elect, by written notice given to the Committee before the earlier of the
Termination Date of the current offering or the expiration of a period of 60
days beginning with the date of the participant's death, either to:
(a) withdraw all of the payroll deductions previously credited to the
participant's account, or
(b) apply to the exercise of the participant's award any amount in such
participant's account as of the date of death, and thereby purchase Common
Stock on the Termination Date next following the date of the participant's
death, with any excess payroll deductions in such account being returned to
such beneficiary (or other person entitled thereto under paragraph 12)
without interest.
If the Committee does not receive any such written notice of election within
the time specified in this paragraph 8.3, the beneficiary (or executor or
administrator, as determined under paragraph 12) shall be deemed to have
automatically elected to exercise the participant's award pursuant to
subparagraph (b) of this paragraph 8.3.
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9. Withdrawal.
9.1 By written notice to the Committee at any time during any offering, a
participant may elect to withdraw all the accumulated payroll deductions in
such participant's account as of the Termination Date of such offering,
without interest. A participant shall be deemed to have elected to make such a
withdrawal if such participant elects to discontinue payroll deductions
completely during an offering as described in paragraph 6.3. A participant who
withdraws all or any part of the amount credited to such participant's account
during an offering, or who elects to discontinue payroll deductions completely
during an offering under paragraph 6.3, shall be deemed to have given notice
of his or her intention to cease to be a participant for that offering and any
succeeding offerings, and all payroll deductions under the Plan with respect
to such participant shall be discontinued; provided, however, that such
participant may become a participant in any succeeding offering for which he
or she is otherwise eligible in accordance with the Plan, if the participant
files with the Committee a new authorization for payroll deductions in
accordance with paragraph 5.
9.2 Upon the ceasing of a participant to meet the eligibility requirements
of paragraph 3, or the termination of the participant's employment for any
reason, including retirement, except as provided in paragraph 8.3, he or she
shall immediately cease to be a participant, any award which he or she may
have been granted under the Plan shall immediately expire and shall not be
exercised, and the payroll deductions and shares previously credited to his or
her account shall be returned to him or her within 30 days after such
cessation or termination, without interest.
10. Delivery.
As promptly as practicable after each Termination Date, the Company will
deliver to each participant, as appropriate, any Common Stock purchased upon
the exercise of his or her award and any cash to which he or she may be
entitled.
11. Stock.
11.1 The stock to be sold to participants under the Plan shall be Common
Stock of Newpark. The maximum number of shares of Common Stock which shall be
made available for sale under the Plan during all offerings under the Plan
shall be 500,000 shares, subject to adjustment upon changes in capitalization
of the Company as provided in paragraph 15.
11.2 Stock to be delivered to a participant under the Plan will be
registered in the name of the participant.
11.3 No participant will have any interest in stock covered by an award
until such award has been exercised. Any shares which are subject to sale
pursuant to an award made under the Plan but which are not purchased on the
Termination Date of the related offering shall be available for sale pursuant
to awards made in subsequent offerings under the Plan.
12. Designation of Beneficiary.
A participant may file with the Committee, and change from time to time, a
written designation of a beneficiary who is to receive any payroll deductions
and shares of Common Stock credited to the participant's account under the
Plan in the event of such participant's death. Upon receipt by the Committee
at the participant's death of proof of the identity and existence of a
beneficiary validly designated by the participant under the Plan, the Company
shall deliver such Common Stock and cash to such beneficiary. In the event of
the death of a participant who has not filed a written designation of a
beneficiary, the Company shall deliver such cash and Common Stock to the
executor or administrator of the estate of the participant, or, if no such
executor or administrator has been appointed (to the knowledge of the
Committee), at the direction of the Committee acting in its discretion, to the
spouse or to any one or more dependents or relatives of the participant, or,
if no spouse, dependent, or relative is known to the Committee, to such other
person as the Committee may designate. No designated beneficiary shall, prior
to the death of the participant, acquire any interest in the cash or Common
Stock credited to a participant's account under the Plan.
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13. Transferability.
Neither awards, payroll deductions credited to a participant's account nor
any rights to receive Common Stock under the Plan may be assigned,
transferred, pledged, or otherwise disposed of in any way by the participant,
except that payroll deductions and shares credited to a participant's account
shall be transferable by will or the laws of descent and distribution or as
provided by paragraph 12. Any attempted assignment, transfer, pledge or other
disposition prohibited by the preceding sentence shall be without effect,
except that the Company may treat such act as an election to withdraw funds in
accordance with paragraph 9.
14. Use of Funds.
All payroll deductions received or held by the Company under the Plan may be
used by the Company for any corporate purpose, and the Company shall not be
obligated to segregate such payroll deductions.
15. Changes in Capitalization.
15.1 The number and class of shares of stock covered by each outstanding
award, the purchase price per share thereof, and the maximum number and class
of shares of stock issuable upon exercise of all awards under the Plan shall
be proportionately adjusted in the event of any increase or decrease in the
number of the issued shares of Common Stock of the Company which results from
a split-up or consolidation of shares, payment of a stock dividend or
dividends exceeding a total of 2.5% 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 award, the participant shall
receive the number and class of shares such participant would have received
had such participant been the holder of the number of shares of Common Stock
for which the award is being exercised upon the date of such change or
increase or decrease in the number of issued shares of the Company. If any
adjustment hereunder would create a fractional share or a right to acquire a
fractional share, such fractional share shall be disregarded and the number of
shares available under this Plan or the number of shares to which any
participant is entitled shall be the next lower number of whole shares,
rounding all fractions downward.
15.2 Upon a reorganization, merger or consolidation of Newpark 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 stockholders 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 Common Stock subject to each award, the shares,
securities, cash or assets which would have been issuable in respect of such
award, as if the participant had been the owner of such Common Stock as of the
applicable date. Any share, securities, cash or assets so substituted shall be
subject to similar successive adjustments.
16. Securities Registration.
16.1 If the Company shall deem it necessary to register under the Securities
Act of 1933, as amended (the "Securities Act"), or other applicable statutes
any shares with respect to which an award shall have been made, then the
Company will use reasonable efforts to maintain the effectiveness of a
Registration Statement under the Securities Act before delivery of such
shares. If the shares of stock of the Company shall be listed on any national
securities exchange at the time of exercise of any award, then whenever
required, the Company shall make prompt application for the listing on such
stock exchange of such shares, at the sole expense of the Company.
16.2 Notwithstanding any other provision of this Plan or any award
hereunder, the Company shall be under no obligation to issue shares under the
Plan while, in the opinion of its counsel, any applicable legal requirement
for the issuance of such shares may not be satisfied, including but not
limited to the requirements of the Securities Act and Delaware or other state
securities laws. The Company shall use its best efforts to satisfy all such
applicable legal requirements. If any shares are issued upon exercise of an
award under the Plan without
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registration under the Securities Act, then the award shares shall bear a
suitable restrictive legend and the acceptance of such Award Shares shall be
subject to the execution of an investment letter by the participant, in form
and substance satisfactory to the Committee.
17. Amendment or Termination.
The Board may at any time terminate or amend the Plan. No such termination
shall affect awards previously made, nor may an amendment make any change in
any award theretofore granted which would adversely affect the rights of any
participant, nor may an amendment be made without prior approval of the
stockholders of the Company if such amendment would:
(a) Permit the sale of more shares of Common Stock than are authorized
under paragraph 11 of the Plan;
(b) Effect any change in the designation of eligible employees under
paragraph 3 of the Plan; or
(c) Materially increase the benefits accruing to participants under the
Plan.
18. Application of Proceeds.
Proceeds from the sale of award shares shall constitute a part of the
general funds of the Company.
19. Successors in Interest.
The provisions of this Plan and the actions of the Committee shall be
binding on all heirs and successors of the Company and each participant.
20. Withholding Taxes.
The Company shall have the right at the time of purchase of any shares of
Common Stock hereunder 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 purchase, to ensure the payment of any such
taxes, including by withholding from the participant's salary.
21. Continued Employment.
This Plan and awards hereunder shall not impose any obligation on the
Company to continue to employ any participant. Moreover, no provision of this
Plan or any document executed or delivered pursuant hereto shall be deemed
modified in any way by any employment contract between a participant (or other
employee) and the Company.
22. Leaves of Absence.
22.1 For purposes of participation in this Plan, a person on leave of
absence shall be deemed to be an employee for the first 90 days of such leave
of absence, or, if longer, the period for which the participant's reemployment
is guaranteed by statute (a "Participant Leave Of Absence"). Such employee's
employment for all purposes of this Plan, and such employee's participation in
this Plan and right to exercise any award, shall be deemed to have terminated
at the close of business on the last day of such Participant Leave Of Absence
and the provisions of paragraph 6.3 shall apply, unless such employee returns
to employment (as defined in paragraph 3.2) before the close of business on
such last day. Termination by the Company of any Participant's Leave of
Absence, other than termination of such Participant Leave of Absence on return
to employment (as defined in paragraph 3.2), shall terminate such employee's
employment for all purposes of this Plan, and shall terminate such employee's
participation in the Plan and right to exercise any award, and the provisions
of paragraph 6.3 shall apply.
22.2 While a participant is on a Participant Leave Of Absence treated as
employment under the provisions of paragraph 22.1, such participant shall have
the right to continue participation in the Plan, and to apply to the
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exercise of awards (i) any amounts in such participant's account as of the
commencement of such Participant Leave Of Absence, (ii) any amounts which the
participant authorizes the Company to deduct from any payments made by the
Company to such participant during such Participant Leave Of Absence, and
(iii) any amounts paid by the participant to the Company to the extent that
the amounts set forth in clauses (i) and (ii) of this sentence are less than
the amounts such participant could have had deducted from such participant's
Annualized Base Pay if such participant had actually worked for the Company
during the period of his or her Participant Leave Of Absence.
23. Term of Plan.
This Plan was adopted by the Board as of March 25, 1999, shall be effective
upon approval by the stockholders of Newpark and shall terminate on March 24,
2009. No award shall be made under the Plan after such termination, but awards
made prior thereto shall be unaffected by such termination.
24. Governing Law.
The Plan shall be construed in accordance with, and governed by, the laws of
the State of Delaware.
25. Relationship to Other Employee Benefit Plans.
The excess of the fair market value of Common Stock purchased hereunder on
its date of purchase over the amount actually paid for such Common Stock
hereunder shall not be deemed to be salary or other compensation to any
participant for purposes of any pension, thrift, profit-sharing, stock option
or any other employee benefit plan now maintained or hereafter adopted by the
Company.
26. 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.
27. Notices.
All notices or other communications by a participant to the Committee under
or in connection with the Plan shall be deemed to have been duly given when
received in the form specified by the Committee at the location or by the
person designated by the Committee for the receipt thereof.
28. Severability.
If any of the provisions of the Plan shall be held invalid, the remainder of
the Plan shall not be affected thereby.
IN WITNESS WHEREOF, this document has been executed as of the 25th day of
March, 1999.
NEWPARK RESOURCES, INC.
By /s/ James D. Cole
-----------------------------------
James D. Cole, Chairman of the
Board, President and Chief
Executive Officer
7
<PAGE>
NEWPARK RESOURCES, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD ON MAY 26, 1999
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 May 26, 1999, 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 such other business as may properly come before the meeting.
Vote this proxy as follows:
1. Election of directors:
FOR [ ] WITHHELD [ ]
For all nominees (except as marked vote for all nominees listed
to the contrary below)
NOMINEES: Dibo Attar, William Thomas Ballantine, James D. Cole, William W.
Goodson, David P. Hunt, Alan J. Kaufman and James H. Stone
INSTRUCTION: TO WITHHOLD VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THROUGH THE
NOMINEE'S NAME.
2. Proposal to adopt the 1999 Employee Stock Purchase Plan:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THIS PROXY WILL BE VOTED AS DIRECTED, OR, IF NO DIRECTION IS INDICATED, WILL BE
VOTED FOR THE ELECTION OF THE NOMINEES OF THE BOARD OF DIRECTORS, FOR THE
PROPOSAL ADOPTING THE 1999 EMPLOYEE STOCK PURCHASE PLAN AND OTHERWISE IN THE
DISCRETION OF ANY OF THE PERSONS ACTING AS PROXIES.
IMPORTANT: PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME OR NAMES APPEAR HEREON
AND RETURN THE PROXY 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.
