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As filed with the Securities and Exchange Commission on June 23, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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 BLVD., SUITE 1770
METAIRIE, LOUISIANA 70002
(Address of principal executive offices) (Zip Code)
NEWPARK RESOURCES, INC.
1995 INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
JAMES D. COLE
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
NEWPARK RESOURCES, INC.
3850 NORTH CAUSEWAY BLVD., 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 LLP
9401 WILSHIRE BOULEVARD, 9TH FLOOR
BEVERLY HILLS, CA 90212
(310) 273-6333
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CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM PROPOSED
TITLE OF OFFERING MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(*) PER UNIT(**) OFFERING PRICE(*) FEE
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<S> <C> <C> <C> <C>
Common Stock issuable under the 2,750,000 shares $8.0625 $22,171,875 $5,853.38
1995 Incentive Stock Option Plan
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(*) Represents the additional shares of Common Stock issuable as a result
of the amendment of the 1995 Incentive Stock Option Plan (the "1995
Plan") approved at the annual meeting of stockholders on June 14, 2000.
The 5,250,000 shares originally authorized under the 1995 Plan (as
adjusted for a two-for-one stock split and a 100% stock dividend) have
been previously registered on Form S-8 (Registration No. 333-07225).
(**) Calculated pursuant to Rule 457(h)(1) based on the average of the high
and low sales prices of the registrant's common stock on June 20, 2000,
as reported by the New York Stock Exchange ($8.0625).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Newpark Resources, Inc. ("Newpark") hereby incorporates by reference
into this Registration Statement the following documents:
(a) Newpark's Annual Report on Form 10-K for the year ended
December 31, 1999;
(b) Newpark's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000;
(c) Current Report on Form 8-K dated June 1, 2000; and
(d) The description of the Common Stock of Newpark contained in
its Registration Statement filed pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as such description may be amended from time to time.
All reports and other documents filed by Newpark subsequent to the date
of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be considered a part hereof
from the date of filing of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
(the "GCL") permits a corporation to, and the registrant's bylaws require that
it, indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.
As permitted under Section 145 of the GCL, the registrant's bylaws also
provide that it shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation. However, in such an action by or on behalf of a corporation, no
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indemnification may be made in respect of any claim, issue or matter as to which
the person is adjudged liable for negligence or misconduct in the performance of
his duty to the corporation unless, and only to the extent that the court
determines that, despite the adjudication of liability but in view of all the
circumstances, the person is fairly and reasonably entitled to indemnity for
such expenses which the court shall deem proper.
In addition, the indemnification provided by section 145 shall not be
deemed exclusive of any other rights to which a person seeking indemnification
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.
The registrant's Certificate of Incorporation (the "Certificate")
provides that the registrant shall indemnify, to the fullest extent permitted by
law, each of its officers, directors, employees and agents who was or is a party
to, or is threatened to be made a party to, any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer, employee or agent of the registrant. The Certificate also provides
that, to the fullest extent permitted by law, no director of the registrant
shall be liable to the registrant or its stockholders for monetary damages for
breach of his fiduciary duty as a director.
The Certificate also provides that the registrant may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the registrant, or is serving at the request of the
registrant as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against any liability incurred by such person in any such capacity, or arising
out of his status as such, regardless of whether the registrant is empowered to
indemnify such person under the provisions of law. Newpark does not currently
maintain any such insurance.
ITEM 8. EXHIBITS
4.1 Newpark Resources, Inc. 1995 Incentive Stock Option Plan (the "1995
Plan").(1)
4.2 Form of Incentive Stock Option Agreement used in connection with the
1995 Plan.(2)
4.3 Form of Nonstatutory Stock Option Agreement used in connection with the
1995 Plan.(2)
5.1 Opinion of Ervin, Cohen & Jessup.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Ervin, Cohen & Jessup (included in Exhibit 5.1).
24.1 Powers of Attorney (set forth on Pages II-5 and II-6).
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(1) Previously filed in the Exhibits to the registrant's Annual Report on
Form 10-K for the year ended December 31, 1995 and incorporated by
reference herein.
(2) Previously filed in the Exhibits to the registrant's Registration
Statement on Form S-8 (Registration No. 333-07225) and incorporated by
reference herein.
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ITEM 9. UNDERTAKINGS
A. The registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more that a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plans's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit a copy to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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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 June 22, 2000.
NEWPARK RESOURCES, INC.
By /s/ James D. Cole
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James D. Cole, Chairman of the Board
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.
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SIGNATURES TITLE DATE
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/s/ James D. Cole Chairman of the Board, President June 22, 2000
------------------------------------------------- and Chief Executive Officer
James D. Cole
/s/ Matthew W. Hardey Vice President of Finance June 22, 2000
------------------------------------------------- and Chief Financial Officer
Matthew W. Hardey
/s/ Wm. Thomas Ballantine Executive Vice President June 22, 2000
------------------------------------------------- and Director
Wm. Thomas Ballantine
/s/ David P. Hunt Director June 22, 2000
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David P. Hunt
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/s/ Alan J. Kaufman Director June 22, 2000
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Dr. Alan J. Kaufman
/s/ James H. Stone Director June 22, 2000
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James H. Stone
/s/ Roger C. Stull Director June 22, 2000
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Roger C. Stull
/s/ David Baldwin Director June 22, 2000
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David Baldwin
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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4.1 Newpark Resources, Inc. 1995 Incentive Stock Option Plan (the "1995
Plan").(1)
4.2 Form of Incentive Stock Option Agreement used in connection with the
1995 Plan.(2)
4.3 Form of Nonstatutory Stock Option Agreement used in connection with the
1995 Plan.(2)
5.1 Opinion of Ervin, Cohen & Jessup.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Ervin, Cohen & Jessup (included in Exhibit 5.1)
24.1 Powers of Attorney (set forth on Pages II-5 and II-6).
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(1) Previously filed in the Exhibits to the registrant's Annual Report on
Form 10-K for the year ended December 31, 1995 and incorporated by
reference herein.
(2) Previously filed in the Exhibits to the registrant's Registration
Statement on Form S-8 (Registration No. 333-07225) and incorporated by
reference herein.
