-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Is92FTnrzhbZCSgwP5wgpnKNcqAQVpzV2+LvfGtCwGFR7YlMtyAb704b5jryNEtD RguMO9bYZ2N46JE8l4Ns4Q== 0001275287-06-004797.txt : 20060915 0001275287-06-004797.hdr.sgml : 20060915 20060915172103 ACCESSION NUMBER: 0001275287-06-004797 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060912 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20060915 DATE AS OF CHANGE: 20060915 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEWPARK RESOURCES INC CENTRAL INDEX KEY: 0000071829 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 721123385 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02960 FILM NUMBER: 061094094 BUSINESS ADDRESS: STREET 1: 3850 N. CAUSEWAY BLVD STREET 2: SUITE 1770 CITY: METAIRIE STATE: LA ZIP: 70002 BUSINESS PHONE: 5048388222 MAIL ADDRESS: STREET 1: P O BOX 6411 STREET 2: II LAKEWAY CENTER STE 1770 FORMER COMPANY: FORMER CONFORMED NAME: NEW PARK MINING CO DATE OF NAME CHANGE: 19720828 8-K 1 nr7211.htm FORM 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  September 12, 2006

NEWPARK RESOURCES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Delaware

 

1-2960

 

72-1123385

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

3850 North Causeway, Suite 1770
Metairie, Louisiana

 

70002

(Address of principal executive offices)

 

(Zip Code)

 

 

 

 

 

Registrant’s telephone number, including area code: (504) 838-8222

 

 

 

 

 

 

 

 

 

 


(Former name or former address, if changed since last report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

 

 




Item 1.01     Entry into a Material Definitive Agreement.

          On September 12, 2006, the Compensation Committee of the Board of Directors of Newpark Resources, Inc. approved an amendment to the Newpark Resources, Inc. 2004 Non-Employee Directors’ Stock Option Plan, which we refer to as the 2004 Plan.  As amended, the 2004 Plan provides that the purchase price of shares of Newpark’s Common Stock subject to each stock option granted under the 2004 Plan will be equal to the fair market value of those shares on the date of grant, which will be equal to the closing price of the Common Stock for the day on which the option is granted.  On September 15, 2006, the Compensation Committee approved another amendment to the 2004 Plan to clarify the provision set forth in the last sentence of Section 4.2 of the 2004 Plan.  As amended, this provision requires that, if no annual meeting of stockholders (or stockholder action in lieu of a meeting) occurs in any calendar year, and a non-employee director eligible to receive a stock option grant under the 2004 Plan remains a non-employee director as of the end of that calendar year, then that non-employee director will receive a stock option grant pursuant to Section 4.2 of the 2004 Plan on the last business day of the same calendar year, subject to the terms and conditions of the 2004 Plan.

          Each member of the Board who is not an employee or executive officer of Newpark or any of its subsidiaries or of any parent corporation of Newpark is eligible to be granted stock options under the 2004 Plan.  A summary of the 2004 Plan is available in, and a copy of the 2004 Plan is attached to, the Proxy Statement filed by Newpark with the Securities and Exchange Commission on April 16, 2004.

Item 5.02     Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

          Effective September 13, 2006, the Board of Directors of Newpark Resources, Inc. appointed David C. Anderson to the Board.  Since 2003, Mr. Anderson has been the founder and Chief Executive Officer of Anderson Partners, a firm that provides senior-level executive search and related management consulting services to corporations and private equity, venture capital and professional services firms.  Prior to this, from 1992 to 2003, he served in various positions for Heidrick & Struggles, Inc., also an executive search firm, including President and Chief Operating Officer from 2001 to 2003.  Mr. Anderson also served as a member of the Board of Directors of Heidrick & Struggles from 1996 through 1999, at which time the company completed a successful initial public offering, and he continued as a director after the public offering through 2002.



SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

NEWPARK RESOURCES, INC.

 

 

 

 

 

 

Dated:  September 15, 2006

By:

/s/ Eric M. Wingerter

 

 


 

 

Eric M. Wingerter,

 

 

Vice President, Corporate Controller and
Acting Chief Financial Officer



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