Filed by Bowne Pure Compliance
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): January 31, 2008
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 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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2700 Research Forest Drive,
Suite 100
The Woodlands, Texas
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77381 |
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(Zip Code) |
Registrant’s telephone number,
including area code: (281) 362-6800
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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:
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 240.13e-4(c))
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Item 5.02 Departure of
Directors and Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
February 5, 2008, Newpark Resources,
Inc. (the “Company”) entered into an Amendment to Employment
Agreement (the “Amendment”) with Sean Mikaelian, then our President
of Newpark Mats and Integrated Services (“Newpark Mats”), amending
his employment agreement to provide for a medical leave of absence. The
Amendment was effective January 31, 2008 and the leave of absence
commenced on such date and shall continue until July 31, 2008. On or
before July 31, 2008, the Company and Mr. Mikaelian shall assess his
status and availability and agree as to whether and in what capacity he may
return to the Company or to extend the leave of absence. Effective as of
January 31, 2008, Mr. Mikaelian was removed as President of Newpark
Mats but shall continue to be employed as a Vice President of the Company.
Effective February 1, 2008, Paul Howes, the Company’s Chief
Executive Officer, assumed and shall perform the functions of the President of
Newpark Mats until a permanent replacement is appointed.
During the leave of
absence, Mr. Mikaelian will continue to receive his base salary and remain
eligible to participate in the Company’s employee benefit plans.
Mr. Mikaelian will not be eligible to participate in or earn incentive
compensation with the Company’s incentive compensation programs unless he
resumes full-time employment with the Company during 2008, but he shall be
entitled to receive any awards earned pursuant to grants made prior to
January 31, 2008 under the Company’s incentive compensation
programs. Mr. Mikaelian will not be eligible to receive grants of equity
awards during the leave of absence, but existing equity awards shall continue
in effect and shall continue to vest during the leave of absence.
The foregoing
description of the Amendment is qualified in its entirety by reference to the
full text of the Amendment, which is attached as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated in this Item 5.02 by reference.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits.
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Exhibit
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Description |
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5.02
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Amendment to Employment Agreement effective as
of January 31, 2008 by and between Newpark Resources, Inc. and Sean
Mikaelian. |
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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.
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NEWPARK RESOURCES,
INC.
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| Dated: February 6, 2008 |
By: |
/s/ James E. Braun |
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James E. Braun,
Vice President and Chief
Financial Officer |
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EXHIBIT INDEX
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Exhibit
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Description |
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5.02
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Amendment to Employment Agreement effective as
of January 31, 2008 by and between Newpark Resources, Inc. and Sean
Mikaelian. |
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Filed by Bowne Pure Compliance
Exhibit 5.02
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is made and entered into effective as of
January 31, 2008 (the “Effective Date”), by and between Newpark Resources, Inc., a Delaware
corporation (the “Company”) and Sean Mikaelian, an employee and executive officer of the Company
(“Executive”).
WHEREAS, the Company and the Executive have previously entered into that certain Employment
Agreement dated May 18, 2006 (the “Employment Agreement”) setting forth the terms and conditions
under which the Executive shall be employed by the Company and serve as the President of Newpark
Mats and Integrated Services (“Newpark Mats”); and
WHEREAS, due to an extended illness suffered by Executive, the Executive has requested, and
the Company has agreed to provide to Executive, a formal leave of absence from his duties and
responsibilities at the Company; and
WHEREAS, the Company and Executive desire to enter into this Amendment to set forth the terms
of such leave of absence (“Leave of Absence”) and amendments to the Employment Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth,
by good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged
and confessed, the parties hereby agree as follows:
1. Defined
Terms. Capitalized terms not otherwise defined herein shall have the meanings set forth in the
Employment Agreement.
2. Leave
of Absence.
(a) The Leave of Absence shall commence on the Effective Date and shall continue until July
31, 2008. On or before July 31, 2008, the Company and Executive will reassess Executive’s status
and availability and mutually agree as to whether and, if so agreed, in what capacity Executive
will return to the Company. Alternatively, at such time, (i) the parties may agree to extend the
Leave of Absence, or (ii) Executive’s employment may be terminated on the basis of his “Total
Disability” in accordance with the terms and provisions of the Employment Agreement.
(b) During the Leave of Absence, Executive shall continue to receive his Base Salary and will
remain eligible to participate in the Company’s employee benefit plans and programs as contemplated
by Section 1.2(f) of the Employment Agreement.
(c) Executive shall not be eligible to participate in or earn any incentive compensation under
the EICP, LTIP or other incentive compensation programs as may be adopted by the Company during
2008 unless Executive resumes full-time employment with the Company during 2008, in which event,
subject to the review and approval of the Compensation Committee of the Company’s Board of
Directors and the satisfaction of any applicable
performance criteria, the Executive may be eligible for prorated awards under such incentive
plans. The foregoing shall not affect Executive’s right to receive or the Company’s obligation to
deliver any awards earned by Executive pursuant to grants made prior to the Effective Date under
the EICP, LTIP or other incentive compensation plans.
(d) During the Leave of Absence, Executive will not be eligible to receive awards of stock
options, restricted stock or other equity awards under the Company’s Plans. Notwithstanding the
foregoing, any such existing equity awards shall continue in effect and shall continue to vest
during the Leave of Absence.
3. Amendment
to Employment Agreement. Executive and Company acknowledge and agree that the Leave of Absence and actions taken in
connection therewith effectively modify the provisions of the Employment Agreement and require
certain amendments to the Employment Agreement. Accordingly, the parties have agreed to amend the
Employment Agreement as follows:
(a) Commencing with the Effective Date, Executive shall be removed as President of Newpark
Mats but shall continue to be employed as a Vice President of the Company (although not an
“officer” for reporting purposes under Section 16 of the 1934 Securities Exchange Act) consistent
with Section 2 of this Amendment. The provisions of Section 1.1 of the Employment Agreement as
well as any other provisions of the Employment Agreement providing that the Executive shall be
President of Newpark Mats are no longer effective and the Employment Agreement shall be interpreted
consistently with his removal as President of Newpark Mats and continued employment pursuant to
this Amendment.
(b) Section 1.2 of the Employment Agreement concerning the compensation and benefits to be
provided to Executive shall be considered amended consistent with the provisions of Section 2 of
this Amendment.
(c) Executive agrees that for all purposes of the Employment Agreement, the actions
contemplated by this Amendment including, without limitation, the removal of Executive as President
of Newpark Mats and the amendments to his compensation, shall not constitute Good Reason under the
terms of Section 3.10(b) of the Employment Agreement. Executive further agrees that if Executive
returns to full-time employment of the Company in a capacity other than President of Newpark Mats,
such action shall not constitute Good Reason under the Employment Agreement.
(d) Except as otherwise provided herein, the Employment Agreement shall remain in full force
and effect as originally written.
4. Miscellaneous.
(a) This Amendment may be executed in any number of counterparts with the same effect as if
all the parties herein signed the same document. All counterparts shall be construed together and
shall constitute one agreement.
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(b) This Amendment shall be governed by and construed in accordance with the laws of the State
of Texas for all purposes and in all respects, without regard to the conflict of law provisions of
such state.
IN WITNESS WHEREOF, the parties have executed this Amendment to Employment Agreement on
February 5, 2008 but effective for all purposes as of the Effective Date.
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NEWPARK RESOURCES, INC. |
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By: |
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/s/ Mark J. Airola |
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Name: |
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Mark J. Airola |
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Title: |
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Vice President, General Counsel
and
Chief Administrative Officer |
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/s/ Sean Mikaelian |
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Sean Mikaelian |
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