UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box:
(NEWPARK LOGO) April 16, 2002 Dear Fellow Stockholder: You are cordially invited to attend the 2002 Annual Meeting of Stockholders of Newpark Resources, Inc., which will be held on Tuesday, June 11, 2002, at 10:00 a.m., Central Daylight Time, in Conference Room B at I Lakeway Center, 3900 North Causeway Blvd., Metairie, Louisiana 70002. Both your Board of Directors and I hope you will be able to attend. There is one item on this year's agenda to which we direct your attention: to elect seven directors to the Board. This item is described fully in the enclosed Notice of Annual Meeting of Stockholders and Proxy Statement. Whether or not you plan to attend the meeting, it is important that you study carefully the information provided in the Proxy Statement and vote. Please sign, date and mail the enclosed proxy card in the prepaid envelope so that your shares may be voted in accordance with your wishes. Sincerely, /s/ James D. Cole JAMES D. COLE Chairman of the Board and Chief Executive Officer
NEWPARK RESOURCES, INC. --------------------- NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 2002 --------------------- To the Stockholders of Newpark Resources, Inc. The Annual Meeting of Stockholders of Newpark Resources, Inc., a Delaware corporation ("Newpark"), will be held on Tuesday, June 11, 2002, at 10:00 a.m., Central Daylight Time, in Conference Room B at I Lakeway Center, 3900 North Causeway Blvd., Metairie, Louisiana, for the following purposes: (1) To elect a Board of Directors; and (2) To transact such other business as may properly come before the meeting. Only stockholders of record at the close of business on April 15, 2002, will be entitled to notice of and to vote at the meeting and any adjournments of the meeting. All stockholders are cordially invited to attend the meeting in person. Whether or not you expect to attend the meeting, PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. The giving of your proxy will not affect your right to vote in person should you later decide to attend the meeting. BY ORDER OF THE BOARD OF DIRECTORS NEWPARK RESOURCES, INC. /s/ EDAH KEATING Edah Keating Secretary Metairie, Louisiana Dated: April 16, 2002
NEWPARK RESOURCES, INC. 3850 NORTH CAUSEWAY BLVD., SUITE 1770 METAIRIE, LOUISIANA 70002 --------------------- PROXY STATEMENT APRIL 16, 2002 --------------------- GENERAL INFORMATION This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Newpark Resources, Inc. ("Newpark"), for the Annual Meeting of Stockholders to be held on June 11, 2002, and any postponements or adjournments of the Annual Meeting. This Proxy Statement and the accompanying Notice of Annual Meeting and form of Proxy were first mailed to stockholders on or about April 17, 2002. Any stockholder giving a proxy may revoke it before it is voted by notifying the Secretary of Newpark in writing before or at the meeting, by providing a proxy bearing a later date, or by attending the meeting and expressing a desire to vote in person. Subject to such revocation, all proxies will be voted as directed by the stockholder on the proxy card. IF NO CHOICE IS SPECIFIED, PROXIES WILL BE VOTED "FOR" THE DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS AND, IN THE DISCRETION OF THE PERSONS ACTING AS PROXIES, UPON ANY OTHER MATTERS. Your cooperation in promptly returning the enclosed Proxy will reduce Newpark's expenses and enable its management and employees to continue their normal duties for your benefit with minimum interruption for follow-up proxy solicitation. Only stockholders of record at the close of business on April 15, 2002 are entitled to receive notice of and to vote at the meeting. On that date, Newpark had outstanding 70,755,461 shares of common stock, each of which is entitled to one vote upon each proposal presented at the meeting. The presence at the Annual Meeting, either in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the record date is necessary to constitute a quorum for the transaction of business. A plurality of the votes cast is required for the election of directors. Abstentions and broker non-votes (which occur if a broker or other nominee does not have discretionary authority and has not received voting instructions from the beneficial owner with respect to the particular item) are counted for purposes of determining the presence or absence of a quorum for the transaction of business. Abstentions are counted in tabulations of the votes cast on proposals presented to the stockholders and have the same legal effect as a vote against a particular proposal. Broker non-votes are not counted for purposes of determining whether a proposal has been approved by the requisite stockholder vote. If sufficient votes in favor of the proposals are not received by the date of the Annual Meeting, the persons named as proxies may propose one or more adjournments of the Annual Meeting to permit further solicitations of proxies. Any adjournment will require the affirmative vote of the holders of a majority of the shares of common stock present in person or by proxy at the Annual Meeting. The persons named as proxies will vote in favor of any adjournment. The cost of preparing, printing and mailing the Proxy Statement, the Notice and the enclosed form of Proxy, as well as the cost of soliciting proxies relating to the Annual Meeting, will be borne by Newpark. The original solicitation of proxies by mail may be supplemented by telephone, telegram and personal solicitation by officers and other regular employees of Newpark, but no additional compensation will be paid to these individuals on account of these activities. Newpark will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding proxy materials to their principals.
ELECTION OF DIRECTORS NOMINEES AND VOTING Seven directors are to be elected at the Annual Meeting. All directors hold office until the next Annual Meeting and until their respective successors are elected and qualified. Directors need not be stockholders. The Board of Directors has nominated for election as directors the seven persons named below, all of whom have indicated that they are able and willing to serve as directors. All nominees are incumbent directors. The Board of Directors recommends that the stockholders vote "FOR" the election of its nominees. Unless directed otherwise, the Board's proxies intend to vote the shares of common stock represented by the proxies in favor of the election of these nominees. If for any reason any of these nominees will be unable to serve, the Board's proxies will vote instead for such other person or persons as the Board of Directors may recommend. The following table sets forth certain information as of April 15, 2002, with respect to the Board's nominees:
DAVID C. BALDWIN was elected to Newpark's Board of Directors in June 2000. For more than the past five years, Mr. Baldwin has been Managing Director of SCF Partners, a private investment company which focuses on energy service and equipment companies. Mr. Baldwin also serves as a director of Input/Output, Inc., a New York Stock Exchange listed provider of seismic instrumentation, and of Flint Energy Services, Ltd., a Toronto Stock Exchange listed provider of energy related services. Mr. Baldwin also serves as Chairman of the Board of Diamond Products, a privately-held supplier of diamond drill bits, and of Saber Energy Services, a privately-held provider of cased hole wireline and coiled tubing services in the Gulf Coast region, and as a director of Q Services, Inc., a privately-held provider of fishing services, rental equipment, fluid handling and stimulation services. Mr. Baldwin was originally elected to the Board of Directors to satisfy Newpark's obligations, under the terms of the purchase agreement pursuant to which an affiliate of SCF Partners purchased Newpark's Series A Convertible Preferred Stock, to have one person identified by that purchaser elected as a director of Newpark. Mr. Baldwin is again being nominated as a director in order to satisfy Newpark's obligations under this purchase agreement. No family relationships exist between any of the directors or officers of Newpark. MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES Newpark maintains an Audit Committee, the current members of which are David P. Hunt, Alan J. Kaufman and David C. Baldwin. The Audit Committee recommends a firm of independent auditors to examine Newpark's consolidated financial statements based on an annual performance evaluation and a determination of the auditors' independence, reviews the general scope of services to be rendered by the independent auditors, reviews the financial condition and results of operation of Newpark and makes inquiries as to the adequacy of Newpark's financial and accounting controls. The Audit Committee met four times during 2001. Newpark maintains a Compensation Committee whose current members are David P. Hunt, Alan J. Kaufman, James H. Stone and Roger C. Stull. The Compensation Committee administers Newpark's stock option plans and is responsible for establishing and administering the compensation for the executive officers of Newpark. The Compensation Committee met once during 2001 and took action by unanimous written consent four times. Newpark's Board of Directors held four meetings during 2001 and took action by unanimous written consent once. Each director attended at least 75% of the meetings of the Board of Directors and of each committee on which he served. COMPENSATION OF DIRECTORS In 2001, each Newpark director who was not otherwise employed full time by Newpark received an annual retainer of $15,000, paid quarterly, $1,500 for each board meeting attended and $500 for each committee meeting attended. No payments were made to directors for telephonic board meetings or for actions by written consent. All directors were reimbursed for travel expenses incurred in attending meetings of the Board and committee meetings. The same compensation arrangements will apply in 2002. Pursuant to the provisions of the 1993 Non-Employee Directors' Stock Option Plan, as amended, each new non-employee director, on the date of his or her election to the Board of Directors (whether elected by the stockholders or the Board of Directors), automatically will be granted a stock option to purchase 10,000 shares of common stock at an exercise price equal to the fair market value of the common stock on the date of grant. The plan also provides for the automatic additional grant to each non-employee director of stock options to purchase 10,000 shares of common stock each time the non-employee director is re-elected to the Board. In accordance with the provisions of this plan, on June 14, 2001, the date of their re-election to the Board at the 2001 Annual Meeting, Messrs. Hunt, Kaufman, Stone, Stull and Baldwin were each granted a stock option to purchase 10,000 shares of common stock at an exercise price of $12.22 per share, the fair market value of the common stock on the date of grant. Assuming their re-election to the Board at the 2002 Annual Meeting, Messrs. Hunt, Kaufman, Stone, Stull and Baldwin will each receive an additional 10,000 share option on June 11, 2002. 3
EXECUTIVE OFFICERS As of April 15, 2002, the executive officers of Newpark, their ages and positions are as follows:
(1) Includes shares which may be purchased upon the exercise of stock options which are exercisable as of April 15, 2002, or become exercisable within 60 days thereafter, for the following: Mr. Cole -- 140,000 shares; Dr. Kaufman -- 69,900 shares; Mr. Stone -- 39,900 shares; Mr. Hardey -- 220,334 shares; Mr. Ballantine -- 219,000 shares; Mr. Hunt -- 102,900 shares; Mr. Stull -- 7,300 shares; Mr. Baldwin -- 7,300 shares; and all directors and executive officers as a group -- 806,634 shares. (2) Shared voting and shared dispositive power with respect to all 5,452,000 shares. (3) Shared voting and shared dispositive power with respect to all 3,700,000 shares. (4) Sole voting power with respect to 963,688 shares, sole dispositive power with respect to 1,017,423 shares and shared dispositive power with respect to 4,600 shares. (5) Includes (a) shares of common stock issuable upon conversion of and as dividends on Newpark's Series B Convertible Preferred Stock and Newpark's Series C Convertible Preferred Stock as of April 15, 2002 and (b) shares of common stock issuable upon exercise of a warrant to purchase up to 1,900,000 shares of common stock. Does not include 4,579,069 additional shares of common stock issuable upon the conversion of the preferred stock and upon the exercise of the warrant if Newpark were to be provided with a notice from Fletcher International, Ltd. at least 65 days prior to conversion or exercise authorizing the issuance of these additional shares. (6) Includes (a) 275,206 shares of common stock held by SCF-IV, L.P., an affiliate of SCF Partners and (b) 2,400,000 shares of common stock issuable upon exercise of a warrant. Does not include additional shares of common stock that may be issuable as a result of anti-dilutions adjustments that may be required with respect to the warrant upon the conversion of the Series B Convertible Preferred Stock or the Series C Convertible Preferred Stock at a conversion price of less than $8.50 per share. Mr. Baldwin is the Managing Director of SCF Partners and disclaims beneficial ownership of the shares owned by SCF Partners. (7) Includes 280,000 shares held by four separate Trusts of which Mr. Cole is a Trustee and of which the beneficiaries are children of Mr. Cole. Mr. Cole disclaims ownership of the 280,000 shares held by the four Trusts. (8) Includes 14,000 shares held in a Trust of which the beneficiaries are children of Dr. Kaufman and 12,600 shares held by his spouse. Dr. Kaufman disclaims beneficial ownership of these shares. (9) Includes 12,200 shares held either as custodian for or in a trust of which the beneficiaries are children of Mr. Stone. Also includes 4,000 shares held in a partnership in which a company controlled by Mr. Stone is the majority partner, and 100,000 shares owned by the Stone Family Fund, LLC, of which Mr. Stone is the sole managing member and holds a 4% membership interest. (10) Includes 806,634 shares which may be purchased upon the exercise of stock options and 2,400,000 shares issuable upon exercise of the warrant held by SCF-IV, L.P. 5
EXECUTIVE COMPENSATION The following table summarizes all compensation paid to Newpark's Chief Executive Officer, Newpark's President and Chief Operating Officer and Newpark's Vice President of Finance and Chief Financial Officer (the only executive officers of Newpark) for services rendered in all capacities to Newpark for the years ended December 31, 2001, 2000 and 1999. SUMMARY COMPENSATION TABLE
EMPLOYMENT AGREEMENT James D. Cole serves as Chairman of the Board and Chief Executive Officer of Newpark pursuant to an employment agreement that automatically renews for successive one-year periods unless terminated by either party. Mr. Cole receives an annual base salary of $280,000 and is entitled to an annual bonus equal to 5% of Newpark's pre-tax profit (as defined in the employment agreement), subject to a maximum of such year's base salary. AUDIT COMMITTEE REPORT The Audit Committee of the Board of Directors is composed of three independent directors who satisfy the requirements of independence as established in the New York Stock Exchange listing standards. The Audit Committee operates under a written charter adopted by the Board of Directors. Newpark's management is responsible for Newpark's internal accounting controls, financial reporting process and compliance with laws and regulations and ethical business standards. Newpark's independent auditors, Arthur Andersen LLP, are responsible for performing an independent audit of Newpark's consolidated financial statements in accordance with auditing standards generally accepted in the United States and issuing a report thereon. The Audit Committee's responsibility is to monitor and oversee these processes. In keeping with that responsibility, the Audit Committee has met and held discussions with management and the independent auditors. Management represented to the Audit Committee that Newpark's consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent auditors. In addition, the Audit Committee has discussed with the Company's independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees). The Audit Committee has received the written disclosures and the letter from the independent auditors required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and has discussed with the independent auditors their independence. Based on the Audit Committee's discussions with management and the independent auditors, and the Audit Committee's review of the representations of management and the report of the independent auditors, the Audit Committee has recommended to the Board of Directors that the audited consolidated financial statements be included in Newpark's Annual Report on Form 10-K for the year ended December 31, 2001 filed with the Securities and Exchange Commission. The Audit Committee also recommended to the Board of Directors, and the Board has approved, the selection of Arthur Andersen LLP as Newpark's independent auditors for the 2002 fiscal year. See "SELECTION OF AUDITORS" for additional information on the decision to again appoint Arthur Andersen LLP as Newpark's independent auditors. During 2001, Newpark paid Arthur Andersen LLP $220,000 for performing the audit and review of Newpark's 2001 consolidated financial statements. In addition, Newpark paid Arthur Andersen LLP $101,270 during 2001 for tax and software consulting services, including the design of Newpark's consolidation reports. Except for these services, Arthur Andersen did not provide Newpark with any services related to financial information systems design or implementation during 2001. Alan J. Kaufman David C. Baldwin David P. Hunt COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION The Compensation Committee of the Board of Directors sets Newpark's compensation policies applicable to executive officers, determines the compensation of the executive officers, subject to review by the Board of Directors, and administers Newpark's stock option plans. The current members of the Compensation 7
Committee are Messrs. Hunt, Kaufman, Stone and Stull, each of whom is a non-employee director. The Compensation Committee has prepared the following report for inclusion in this Proxy Statement. Chief Executive Officer Compensation Mr. Cole's compensation for 2001 was based on his rights under his employment agreement with Newpark. This employment agreement was entered into in 1990 and provided for an initial term which expired on January 1, 1993. Thereafter, the employment agreement automatically renews for successive one-year periods unless terminated by either party. Mr. Cole received a base salary of $280,000 in 2001 under the Employment Agreement. In keeping with Newpark's objective of rewarding executive officers based on corporate performance, Mr. Cole's employment agreement also provides for a bonus equal to 5% of Newpark's pre-tax profit, subject to a maximum bonus equal to the amount of Mr. Cole's base salary. By excluding from the calculation of pre-tax profit any capital gains and focusing instead on income from operations, the employment agreement attempts to focus on the long-term prospects of Newpark. Based on the calculation of pre-tax profit under his employment agreement, Mr. Cole was paid a bonus of $280,000 for 2001. Mr. Cole also participates in Newpark's defined contribution plan. Executive Officers Compensation The compensation of executive officers other than Mr. Cole is determined initially by Mr. Cole, subject to review and approval by the Compensation Committee. In determining salaries, Mr. Cole and the Compensation Committee considered available information about the pay scales of companies of similar size in the oilfield services industry. The Compensation Committee believes that the salaries of these executive officers are comparable to the salaries of executive officers with similar responsibilities at other oilfield services companies. Bonuses were determined by reference to profitability achieved by Newpark as a whole and the profitability of individual operating units. Newpark's incentive stock option program provides additional incentives to key employees to work to maximize stockholder value and provides a link between the interests of senior managers and stockholders. By utilizing vesting periods, the option program encourages key employees to remain in the employ of Newpark and provides a long-term perspective to the compensation available under the option program. No options were granted to any of the executive officers during 2001, as the Compensation Committee believed that the number of outstanding options already provided sufficient incentive to the executive officers. Internal Revenue Code Amendments The Compensation Committee continues to consider the anticipated tax treatment to Newpark regarding the compensation and benefits paid to its Chief Executive Officer and the other executive officers of Newpark in light of the 1993 addition to Section 162(m) of the Internal Revenue Code of 1986, as amended. The Compensation Committee will from time to time consider changes to Newpark's compensation structure, including amendments to its equity-based incentive plans, necessary to preserve the deductibility of all compensation paid by Newpark which is subject to Section 162(m). While Newpark does not expect to pay its executive officers compensation in 2002 in excess of the Section 162(m) deductibility limit, the Board of Directors and the Compensation Committee retain discretion to authorize the payment of compensation that does not qualify for income tax deductibility under Section 162(m). If the Board's nominees are elected at the Annual Meeting, the Board intends to appoint David P. Hunt, Alan J. Kaufman, James H. Stone and Roger C. Stull to serve on the Compensation Committee. David P. Hunt Alan J. Kaufman James H. Stone Roger C. Stull 8
PERFORMANCE GRAPH The following graph reflects a comparison of the cumulative total stockholder return of Newpark common stock from December 31, 1996 through December 31, 2001 with the New York Stock Exchange Market Value Index, Newpark's broad equity market index, and the Media General Oil & Gas Equipment/ Services Index, Newpark's peer group index. The graph assumes that the value of the investment in Newpark common stock and each index was $100 on December 31, 1996 and that all dividends, if any, were reinvested. The comparisons in this table are not intended to forecast or indicate possible future price performance. COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN OF NEWPARK RESOURCES, INC., NEW YORK STOCK EXCHANGE MARKET VALUE INDEX, AND MEDIA GENERAL OIL & GAS EQUIPMENT/SERVICES INDEX [PERFORMANCE GRAPH]
Representatives of Arthur Andersen LLP are expected to be present at the Annual Meeting and will have the opportunity to make statements if they so desire and respond to appropriate questions from the stockholders. MISCELLANEOUS STOCKHOLDER PROPOSALS Stockholder proposals intended to be presented at the 2003 Annual Meeting of Stockholders must be received by Newpark by December 31, 2002, to be considered by Newpark for inclusion in Newpark's proxy statement and form of proxy relating to that meeting. Such proposals should be directed to the attention of the Corporate Secretary, Newpark Resources, Inc., 3850 North Causeway Blvd., Suite 1770, Metairie, Louisiana 70002. COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT Section 16(a) of the Securities Exchange Act of 1934 requires Newpark's officers and directors, and persons who own more than ten-percent of a registered class of Newpark's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and the New York Stock Exchange. Officers, directors and greater than ten-percent stockholders are required by Securities and Exchange Commission regulations to furnish Newpark with copies of all Section 16(a) forms they file. Based solely on review of the copies of these forms furnished to Newpark, or written representations that no Forms 5 were required, Newpark believes that during the period from January 1, 2001 to December 31, 2001 all Section 16(a) filing requirements applicable to its officers, directors and greater than ten-percent beneficial owners were complied with. OTHER MATTERS Neither Newpark nor any of the persons named as proxies knows of matters other than those described above to be voted on at the Annual Meeting. However, if any other matters are properly presented at the Annual Meeting, it is the intention of the persons named as proxies to vote in accordance with their judgment on such matters, subject to direction by the Board. Newpark's Annual Report on Form 10-K for the year ended December 31, 2001 accompanies this Proxy Statement, but is not to be deemed a part of the proxy soliciting material. WHILE YOU HAVE THE MATTER IN MIND, PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD. 10
PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD BACK AS SOON AS POSSIBLE! ANNUAL MEETING OF STOCKHOLDERS NEWPARK RESOURCES, INC. JUNE 11, 2002 o PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED o - --------------------------------------------------------------------------------
NEWPARK RESOURCES, INC. PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 2002 The undersigned, revoking any previous proxies for such stock, hereby appoints James D. Cole and Edah Keating, and each of them, proxies of the undersigned with full power of substitution to each, to vote all shares of common stock of NEWPARK RESOURCES, INC. which the undersigned is entitled to vote at the Annual Meeting of Stockholders of NEWPARK RESOURCES, INC. to be held on June 11, 2002, and all postponements or adjournments thereof, with all the power the undersigned would possess if personally present, with authority to vote (i) as specified by the undersigned on the reverse side and (ii) in the discretion of any proxy upon such other business as may properly come before the meeting. (Continued and to be signed on reverse side)