1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A AMENDMENT NO. 1 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1997 Commission File No. 1-2960 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 N. CAUSEWAY, SUITE 1770 METAIRIE, LOUISIANA 70002 (Address of principal executive offices) (Zip Code) (504) 838-8222 (Registrant's telephone number) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----------- ---------- Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. Common Stock, $0.01 par value: 31,829,269 shares at August 12, 1997 Page 1 of 3 ================================================================================ 2 PART II ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) Newpark Resources, Inc. held an Annual Meeting of Stockholders on May 14, 1997. (b) The following seven directors were elected at that meeting to serve until the next Annual Stockholders' Meeting, with the following votes cast: There were 13,835 votes withheld from voting on the directors. (c) The shareholders approved the amendment to Newpark's Certificate of Incorporation to effect a two-for-one stock split and increase the authorized number of shares of Common Stock from 20,000,000 to 80,000,000. There were 8,432,527 votes cast in favor of the amendment, 3,086,512 votes cast against the amendment, and 18,804 votes abstained from voting on the amendment. 2
For --- Dibo Attar 11,400,988 William Thomas Ballantine 11,401,008 James D. Cole 11,400,643 W. W. Goodson 11,400,860 David P. Hunt 11,401,041 Alan Kaufman 11,401,041 James H. Stone 11,401,024 3 NEWPARK RESOURCES, INC. 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, thereunto duly authorized. Date: December 4, 1997 NEWPARK RESOURCES, INC. By: /s/Matthew W. Hardey ---------------------------------------- Matthew W. Hardey, Vice President and Chief Financial Officer 3