-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vk61A2PkhnjDp1xDcqOTIxyiogeEvkIRIn5I/LtXrLJL55Oi/iFAcu63JcZ5Py8g ns12xxpCW2egbbuiAtH1YA== 0000890566-98-000014.txt : 19980108 0000890566-98-000014.hdr.sgml : 19980108 ACCESSION NUMBER: 0000890566-98-000014 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980107 EFFECTIVENESS DATE: 19980107 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORE LABORATORIES N V CENTRAL INDEX KEY: 0001000229 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-43859 FILM NUMBER: 98502393 BUSINESS ADDRESS: STREET 1: 1017 BZ AMSTERDAM CITY: THE NETHERLANDS STATE: P7 BUSINESS PHONE: 3120420319 MAIL ADDRESS: STREET 1: HERENGRACHT 424 STREET 2: 1017 BZ AMSTERDAM CITY: THE NETHERLANDS STATE: P7 S-8 1 As filed with the Securities and Exchange Commission on January 7, 1998 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------- CORE LABORATORIES N.V. (Name of Registrant as specified in its charter) THE NETHERLANDS NOT APPLICABLE (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) HERENGRACHT 424 1017 BZ AMSTERDAM THE NETHERLANDS (31-20) 624-3699 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) JOHN D. DENSON 5295 HOLLISTER ROAD HOUSTON, TEXAS 77040 (713) 329-7404 (Name, address, including zip code, and telephone number, including area code, of agent for service) PROTECHNICS COMPANY 1992 STOCK OPTION PLAN PROTECHNICS STOCK OPTION AGREEMENTS WITH THE FOLLOWING PERSONS (MONTH AND YEAR OF GRANT INDICATED PARENTHETICALLY): JOHN T. HAMPTON III (10/93), DAVID HOLCOMB (10/93), JAMES KULINA (10/93), LARRY STEPHENSON (10/93), TOM DECKER (10/93), DOUG ELLIOT (10/93), KEVIN FISHER (3/94), JOHN HAMPTON (10/93), BOB HURST (10/93), PAUL HWOSCHINCKY (10/93); BILL TAYLOR (10/93); WADE HUTCHINSON (3/94); AND KELLY HUTCHINSON (3/94) (Full title of the plan) COPY TO: JAMES H. WILSON VINSON & ELKINS L.L.P. 2300 FIRST CITY TOWER 1001 FANNIN STREET HOUSTON, TEXAS 77002-6760 (713) 758-1074 --------------------------- CALCULATION OF REGISTRATION FEE
======================================================================================================================= PROPOSED PROPOSED TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE (1) OFFERING PRICE (2) REGISTRATION FEE Common Shares, par value NLG 0.03............ 74,896 $4.704 $352,311 $1,040 =======================================================================================================================
(1) Weighted average exercise price of the options granted and outstanding pursuant to the plans listed above. (2) Estimated, solely for purposes of calculating the registration fee, in accordance with Rule 457(h) based upon the weighted average exercise price of the options granted and outstanding pursuant to the plans listed above. ================================================================================ PART II INFORMATION NOT REQUIRED IN THIS REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, filed with the Securities and Exchange Commission (the "Comission") by the Company pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by reference and made a part of this Registration Statement: (i) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996; (ii) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, its Quarterly Report on Form 10-Q for the quarter ended June 30, 1997 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 1997; (iii) the Company's Current Report on Form 8-K filed May 23, 1997; (iv) the Company's Current Report on Form 8-K/A filed July 21, 1997; and (v) the Company's Registration Statement on Form 8-A filed September 1, 1995. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effective date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded. ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable. The consolidated financial statements of the Company incorporated by reference in this Registration Statement, to the extent and for the periods indicated in their reports, have been audited by Arthur Andersen LLP, independant public accountants. In their report dated February 25, 1997, that firm states that with respect to a certain subsidiary, its opinion is based on the report of other independant public accountants, namely Grant Thornton LLP. The consolidated financial statements referred to above have been incorporated by reference herein in reliance upon the authority of those firms as experts in giving said reports. The financial statements of Saybolt International B.V. incorporated in this Registration Statement by reference to the Current Report on Form 8-K/A of the Company dated July 21, 1997 have been so incorporated in reliance on the report of Price Waterhouse LLP, independant accountants, given on the authority of said firm as experts in auditing and accounting. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Certain of the Company's directors and executive officers have entered into an indemnity agreement with the Company. The agreements provide, to the fullest extent permitted by the law of The Netherlands, that the Company will indemnify the directors and executive officers against any costs and expenses, judgments, settlements and fines incurred in connection with any claim involving a director or an executive officer by reason of his position as director or officer. The Articles of Association provide that the Company will, to the full extent permitted by the law of The Netherlands, as amended from time to time, indemnify, and advance expenses to, each of its now acting and former board members, officers, employees and agents, whenever any such person is made a party, or threatened to be made a party, in any action, suit or proceeding by reason of his service with the Company. The Articles of Association also provide that the Company may purchase and maintain directors' and officers' liability insurance. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. 2 ITEM 8. EXHIBITS. The following documents are filed as exhibits to this Registration Statement, including those exhibits incorporated herein by reference to a prior filing of the Company under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act as indicated below: EXHIBIT NO. EXHIBIT TITLE - ------------ ------------- 4.1 -- Articles of Association of the Company, as amended (including English translation) (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form F-1 filed on September 1, 1995). 5.1 -- Opinion of Nauta Dutilh. 23.1 -- Consent of Arthur Andersen LLP. 23.2 -- Consent of Grant Thornton LLP. 23.3 -- Consent of Price Waterhouse LLP. 23.4 -- Consent of Nauta Dutilh (included in Exhibit 5.1 hereto). 24.1 -- Powers of Attorney (included on signature page hereto). UNDERTAKINGS The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (a) To include any prospectus required by Section 10(a)(3) of the Securities Act; (b) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (c) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; PROVIDED, HOWEVER, that paragraphs (1)(a) and (1)(b) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 3 (4) That, for the purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Amsterdam, The Netherlands, on the 30th day of December, 1997. CORE LABORATORIES N.V. BY: CORE LABORATORIES INTERNATIONAL B.V. By: /s/Jacobus Schouten ------------------- Jacobus Schouten Managing Director KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stephen D. Weinroth, David M. Demshur and Richard L. Bergmark, or any of them, his true and law attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ David M. Demshur President, Chief Executive Officer and December 30, 1997 ------------------- Supervisory Director (Principal Executive David M. Demshur Officer and Authorized Representative in the United States) /s/ Joseph R. Perna Senior Vice President and Supervisory December 30, 1997 ------------------- Director Joseph R. Perna /s/ Richard L. Bergmark Chief Financial Officer, Treasurer and December 30, 1997 ------------------- Supervisory Director (Principal Financial Richard L. Bergmark and Accounting Officer) /s/ Stephen D. Weinroth Supervisory Director December 30, 1997 ------------------- Stephen D. Weinroth /s/ James A. Read Supervisory Director December 30, 1997 ------------------- James A. Read /s/ Jacobus Schouten Supervisory Director December 30, 1997 ------------------- Jacobus Schouten /s/ Timothy J. Probert Supervisory Director December 30, 1997 ------------------- Timothy J. Probert /s/ Bob G. Agnew Supervisory Director December 30, 1997 ------------------- Bob G. Agnew /s/ Frerik Pluimers Supervisory Director December 30, 1997 ------------------- Frerik Pluimers
5 EXHIBIT INDEX EXHIBIT NO. EXHIBIT TITLE - ------------ ------------- 4.1 -- Articles of Association of the Company, as amended (including English translation) (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form F-1 filed on September 1, 1995). 5.1 -- Opinion of Nauta Dutilh. 23.1 -- Consent of Arthur Andersen LLP. 23.2 -- Consent of Grant Thornton LLP. 23.3 -- Consent of Price Waterhouse LLP. 23.4 -- Consent of Nauta Dutilh (included in Exhibit 5.1 hereto). 24.1 -- Powers of Attorney (included on signature page hereto). 6 EX-5.1 2 EXHIBIT 5.1 [NAUTA DUTILH LETTERHEAD] Core Laboratories N.V. c/o Core Laboratories Inc. 5295 Hollister Road Houston, Texas 77040 Attention: John D. Denson, Esq. Rotterdam, 30 December 1997 Direct dial numbers: telephone: +31 10 2240 371 fax : +31 10 2240 597 Dear Sirs: Re: Core Laboratories N.V. ("the Company") At your request we have, as your legal counsel in The Netherlands, advised on matters of Netherlands law in connection with the registration statement on Form S-8 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission (the "Commission") in connection with the registration under the Securities Act of 1933, as amended, of the offer and sale of up to 74,896 common shares in the capital of the Company ("Common Shares"), each such share with a par value of NLG 0.03, issuable upon the exercise of stock options (the "Stock Options") previously granted by ProTechnics Company, an indirect wholly owned subsidiary of the Company. Capitalized terms used but not defined herein shall have the same meanings as in the Registration Statement. For the purposes of this opinion, we have examined and relied only on the following documents: (a) a faxed copy of a draft Registration Statement; and (b) copies of the following documents in relation to the Company: 1. the deed of incorporation of the Company as a private company with limited liability under Netherlands law ("besloten vennootschap met beperkte aansprakelijkheid") under the name of Core Holdings B.V. with its corporate seat at Amsterdam, The Netherlands, dated 8 August 1994, incorporating the articles of association (statuten) of the Company; 2. a notarial deed providing for the amendment of the articles of association of the Company, dated 6 April 1995; 3. a notarial deed dated 31 August 1995, providing for the conversion of the Company (following such conversion known as "Core Laboratories N.V.") into a company limited by shares ("naamloze vennootschap") and embodying the new articles of association of the Company; 4. written statements from all shareholders in the Company, together constituting a unanimous resolution of the general meeting of shareholders of the Company in favour of the contents of the notarial deed mentioned in item 3 above; and 5. a faxed copy of the resolutions of the Board of Supervisory Directors of the Company by unanimous written consent on 27 December 1996 and a faxed copy of a secretary's certificate signed by John D. Denson on November 12, 1997 certifying that such resolutions were duly adopted by the Board of Supervisory Directors by unanimous written consent dated December 27, 1996. The documents referred to in paragraph (b) above are hereinafter referred to as the "Certificates." In connection with such examination and in giving this opinion, we have assumed: (i) the genuineness of all signatures to all Certificates, the authenticity and completeness of all Certificates submitted to us as originals, the completeness and the conformity to the original documents of all Certificates submitted to us as faxed copies or photocopies and the authenticity of such original documents; (ii) the due compliance with all matters of, and the validity, binding effect and enforceability of the Registration Statement under, any applicable law other than Netherlands law; (iii) the accuracy, validity and binding effect of the Certificates and the matters certified or evidenced thereby at the date hereof and any other relevant date; (iv) that the shares to be issued by the Company will be accepted; (v) that the resolutions referred to in item (b) 5 above are in full force and effect; and (vi) that the resolutions referred to in item (b) 5 above constitute the authorization, inter alia, of the issue of the Common Shares upon the exercise of the Stock Options. This opinion shall be governed by and construed in accordance with Netherlands law and is given only with respect to Netherlands law in effect on the date of this opinion. We have not investigated the laws of any jurisdiction other than The Netherlands, any representations or warranties made by the parties to the Registration Statement, any matters of fact, tax law, anti-trust law or international law, including, without limitation, the law of the European Community. Based on and subject to the foregoing, and subject to the qualifications set forth below, we express the following opinion: The shares in the capital of the Company to be issued by the Company upon the exercise of the Stock Options, as reflected in the Registration Statement, when issued by the Company, will be duly and validly issued. The opinion expressed above is subject to the following qualifications: We have assumed that any foreign law which may apply with respect to the Registration Statement or the transactions contemplated thereby would not be such as to affect the opinion expressed herein. We consent to the inclusion of this opinion as an Exhibit to the Registration Statement. We further consent to all references to us in the Registration Statement, any related prospectus and any amendments or supplements thereto. Yours faithfully, NAUTA DUTILH /s/ Chris A. Fonteijn Chris A. Fonteijn -3- EX-23.1 3 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 25, 1997, included in the Core Laboratories N.V. Form 10-K for the year ended December 31, 1996 and to all references to our Firm included in this registration statement. /s/ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Houston, Texas December 29, 1997 EX-23.2 4 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We have issued our report dated July 19, 1996 accompanying the consolidated financial statements of ProTechnics Company and subsidiaries as of and for the years ended March 31, 1996 and 1995. The consolidated financial statements of ProTechnics Company and subsidiaries are not presented separately, but are included in the financial statements in the Annual Report on Form 10-K of Core Laboratories N.V. for the year ended December 31, 1996. We hereby consent to the incorporation by reference of said report in this Registration Statement on Form S-8, and to the use of our name as it appears under the caption "Interests of Named Experts and Counsel." /s/GRANT THORNTON LLP GRANT THORNTON LLP Houston, Texas January 5, 1998 EX-23.3 5 Exhibit 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus on Form S-8 of Core Laboratories N.V. of our report dated April 1, 1997 relating to the consolidated financial statements of Saybolt International B.V., which appears in the Current Report on Form 8-K/A of Core Laboratories N.V. dated July 21, 1997. We also consent to the reference to us under the heading "Interests of Named Experts and Counsel" in such propectus. /s/PRICE WATERHOUSE LLP PRICE WATERHOUSE LLP Morristown, NJ December 30, 1997 -----END PRIVACY-ENHANCED MESSAGE-----