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): APRIL 7, 2005
NEWPARK RESOURCES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-2960 72-1123385
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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
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(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] 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
(a) Base Salaries. On April 7, 2005, the Compensation Committee (the
"Committee") of Newpark Resources, Inc. ("Newpark" or the "Company"), approved
the annual base salaries (effective as of January 1, 2005) of the executive
officers of the Company, after a review of performance and competitive market
data. The following table sets forth the base salary levels of the executive
officers for 2004 and 2005.
Name and Position Year Base Salary
----------------- ---- -----------
James D. Cole, Chief Executive Officer 2005 $320,000
2004 $320,000
Wm. Thomas Ballantine, President and 2005 $275,000
Chief Operating Officer 2004 $260,000
Matthew W. Hardey, Vice President of 2005 $215,000
Finance and Chief Financial Officer 2004 $200,000
(b) Cash Bonuses. On April 7, 2005, the Committee determined that no
bonuses are payable to the executive officers under the Company's 2003 Executive
Incentive Compensation Plan (the "Cash Plan") for the year ended December 31,
2004. Bonuses can be earned under the Plan based on the satisfaction of
individual and company performance goals, which may vary from participant to
participant and may include a discretionary component. Also on March 22, 2005,
the Committee set the performance goals under the Cash Plan for the participants
for 2005. The performance goals for 2005 for the named executive officers are
based upon achievement of target levels for return on average equity, cash flow
return on assets, and earnings per share.
(c) Performance Share Awards. On April 7, 2005, the Committee made
annual deferred stock awards to the participants, including the named
executives, for 2005 under the 2003 Long Term Incentive Plan (the "Stock Plan").
This is the third annual award under the Stock Plan, which was approved by
Newpark's stockholders on June 11, 2003. Awards under the Stock Plan vest and
become payable in common stock of Newpark upon attainment of pre-set performance
goals over a three-year period. The performance goals established by the
Committee for the first three annual awards are (i) Newpark's annualized total
stockholder return compared to that of its peers in the PHLX Oil Service
Sector(TM) ("OSX"(TM)) and (ii) Newpark's average return on equity over the
three-year period.
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: April 8, 2005 By: /s/ Matthew W. Hardey
---------------------------------
Matthew W. Hardey, Vice President
and Chief Financial Officer