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): June 30, 2009
NEWPARK RESOURCES, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
001-2960
|
|
72-1123385 |
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.) |
|
|
|
2700 Research Forest Drive, Suite 100 |
|
|
The Woodlands, TX
|
|
77381 |
(Address of principal executive offices)
|
|
(Zip Code) |
Registrants telephone number, including area code: (281) 362-6800
(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 240.13a-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 30, 2009, Newpark Resources, Inc. (the Company) entered into an Amendment to
Employment Agreement (the Amendment) with William D. Moss, Vice President of the Company and
President of Newpark Mats and Integrated Services (NMIS), amending his Employment Agreement dated
June 2, 2008, as previously amended on April 23, 2009 (as amended, the Employment Agreement). The
Amendment provides for changes in Mr. Moss position and related responsibilities (the Employment
Events) resulting from the consolidation of NMIS with the Companys Environmental Services
business and further amends certain termination rights arising from the Employment Events.
The Amendment was effective June 30, 2009 and commencing on such date Mr. Moss shall no longer
serve as the President of NMIS. The Company and Mr. Moss have agreed that Mr. Moss shall continue
to serve as Vice President, Corporate Strategy and Development, of the Company pursuant to which he
shall serve under the direction and supervision of the Chief Executive Officer of the Company and
will perform such duties as may be assigned to Mr. Moss from time to time.
As a result of the Employment Events, Mr. Moss may exercise his right to terminate his
employment for Good Reason pursuant to the provisions of the Employment Agreement. Mr. Moss has
agreed that he shall not have the right to terminate his employment for Good Reason as a result of
the Employment Events at any time prior to January 1, 2010. Mr. Moss will have twenty (20) days
following January 1, 2010 to terminate his employment for Good Reason as a result of the Employment
Events by providing written notice thereof to the Company. If Mr. Moss fails to provide timely
written notice, Mr. Moss shall be deemed to have conclusively waived any right he may have under
the Employment Agreement to terminate his employment for Good Reason as a result of the Employment
Events. In consideration of the foregoing agreements by Mr. Moss, the Company has agreed that it
shall not have the right to terminate Mr. Moss employment without Cause at any time prior to
January 20, 2010.
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.
|
|
|
Exhibit No. |
|
Description |
|
|
|
10.1
|
|
Amendment to Employment Agreement effective as of June 30,
2009 by and between Newpark Resources, Inc. and William D.
Moss. |