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): August 10, 2005
NEWPARK RESOURCES, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-2960
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72-1123385 |
| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 3850 North Causeway, Suite 1770 |
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| Metairie, Louisiana
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70002 |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On August 10, 2005, Newpark entered into letter agreements with W. Thomas Ballantine,
President and Chief Operating Officer of Newpark, and Matthew W. Hardey, V.P. of Finance and Chief
Financial Officer of Newpark. The letter agreements set forth the understanding between Newpark
and the executive officers concerning the continuation of the executive officers’ employment with
Newpark in connection with a change in Newpark’s Chief Executive Officer. Under the terms of the
letter agreements, the executive officers will receive certain termination benefits if their
employment with Newpark is terminated without “Cause” (as defined in the letter agreements) during
the three-year period following the date a new Chief Executive Officer of Newpark starts to perform
his or her duties as Chief Executive Officer. Newpark may terminate the letter agreements at any
time after December 31, 2005 if no change in Newpark’s Chief Executive Officer has occurred prior
to the date Newpark provides the executive with written notice of termination.
Item 9.01. Financial Statements and Exhibits.
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(c)
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Exhibits.
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10.1 |
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Form of letter agreement between Newpark Resources, Inc. and each of W. Thomas
Ballantine and Matthew W. Hardey executed on August 10, 2005. |