-----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, SYUKhJuNUui8Zb5MYGRaPn1XC9pwyokdN/+SHKkDKFFrroZw0NP75MFdhl4Gf4+P UG3LuVKjI5qx6/KEd03dYg== 0000950129-00-002609.txt : 20000524 0000950129-00-002609.hdr.sgml : 20000524 ACCESSION NUMBER: 0000950129-00-002609 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORE LABORATORIES N V CENTRAL INDEX KEY: 0001000229 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-36042 FILM NUMBER: 642148 BUSINESS ADDRESS: STREET 1: 1017 BZ AMSTERDAM STREET 2: HERENGRACHT 424 CITY: THE NETHERLANDS STATE: P7 BUSINESS PHONE: 3124203191 MAIL ADDRESS: STREET 1: HERENGRACHT 424 STREET 2: 1017 BZ AMSTERDAM CITY: THE NETHERLANDS STATE: P7 S-3/A 1 CORE LABORATORIES N.V. - AMENDMENT NO. 1 1 As filed with the Securities and Exchange Commission on May 23, 2000 Registration No. 333-36042 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ AMENDMENT NO. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ CORE LABORATORIES N.V. (Exact name of registrant as specified in its charter) THE NETHERLANDS NOT APPLICABLE (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) HERENGRACHT 424 JOHN D. DENSON 1017 BZ AMSTERDAM 5295 HOLLISTER ROAD THE NETHERLANDS HOUSTON, TEXAS 77040 (31-20) 420-3191 (713) 329-7404 (Address, including zip code, and (Name, address, including zip code, and telephone telephone number, including area code, of number, including area code, of agent for service) registrant's principal executive offices) Copies to: T. MARK KELLY MICHAEL W. CONLON VINSON & ELKINS L.L.P. FULBRIGHT & JAWORSKI L.L.P. 2300 FIRST CITY TOWER CHEVRON TOWER 1001 FANNIN 1301 MCKINNEY, SUITE 5100 HOUSTON, TEXAS 77002-6760 HOUSTON, TEXAS 77010 (713) 758-2222 (713) 651-5151
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------- PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------------- Common shares............................... 5,504,105 $26.875 $147,922,822 $1,152(3) - ---------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------
(1) Includes 717,927 shares issuable upon exercise of an over-allotment option granted by Core Laboratories N.V. to the Underwriters. (2) Estimated solely for the purpose of determining the registration fee, and calculated as of May 17, 2000, pursuant to Rule 457(c) under the Securities Act of 1933. (3) Registration Fee of $40,721 was previously paid with respect to 5,341,736 common shares included in the registration statement filed on May 1, 2000. ------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED MAY 23, 2000 4,786,178 Shares [CORE LAB LOGO] CORE LABORATORIES N.V. Common Shares ------------------ The selling shareholders are selling 4,786,178 common shares. We will not receive any of the proceeds from the sale of the common shares sold by the selling shareholders. Our common shares are listed for trading on the New York Stock Exchange under the symbol "CLB." On May 22, 2000, the last reported sales price for our common shares was $23.25 per share. The underwriters have an option to purchase a maximum of 717,927 additional common shares from us to cover over-allotments of shares. INVESTING IN OUR COMMON SHARES INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 6.
UNDERWRITING PRICE TO DISCOUNTS AND PROCEEDS TO SELLING PUBLIC COMMISSIONS SHAREHOLDERS -------- ------------- ------------------- Per share............................................ $ $ $ Total(1)............................................. $ $ $
- --------------- (1) If the underwriters exercise the over-allotment option in full, the total price to the public, underwriting discounts and commissions, proceeds to the selling shareholders, and proceeds to us would be $ , $ , $ , and $ , respectively. See "Underwriting." Delivery of the common shares will be made on or about , 2000. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Joint Lead Managers CREDIT SUISSE FIRST BOSTON SALOMON SMITH BARNEY ------------------ DEUTSCHE BANC ALEX. BROWN CIBC WORLD MARKETS DAIN RAUSCHER WESSELS MORGAN KEEGAN & COMPANY, INC. The date of this prospectus is , 2000. 3 [LOGO] ------------------ TABLE OF CONTENTS PROSPECTUS SUMMARY...................... 1 RISK FACTORS............................ 6 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS............ 8 USE OF PROCEEDS......................... 9 DIVIDEND POLICY......................... 9 CAPITALIZATION.......................... 10 PRINCIPAL AND SELLING SHAREHOLDERS...... 11 UNDERWRITING............................ 12 NOTICE TO CANADIAN RESIDENTS............ 14 LEGAL MATTERS........................... 15 EXPERTS................................. 15 WHERE YOU CAN FIND MORE INFORMATION..... 15 INCORPORATION OF DOCUMENTS BY REFERENCE............................. 15
------------------ YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE ON THE DATE OF THIS DOCUMENT. 4 PROSPECTUS SUMMARY You should read the following summary together with the more detailed information regarding our company and the common shares being sold in this offering and our consolidated financial statements and related notes appearing elsewhere in this prospectus or incorporated by reference in this prospectus. In this prospectus, "we," "us" and "our" each refers to Core Laboratories N.V. and, unless otherwise stated, our subsidiaries. CORE LABORATORIES N.V. OUR BUSINESS We were established in 1936 and are one of the world's leading providers of proprietary and patented reservoir description, production enhancement and reservoir management services to the oil and gas industry. These services are directed toward enabling our clients to improve reservoir performance and increase oil and gas recovery from their producing fields. Our customers include major, national and independent oil and gas producers. They employ our technologies to increase daily production of oil and gas and to maximize the ultimate recovery from their fields. Our technologies are designed to increase our customers' cash flow thereby increasing their return on investments. We believe we are the most technologically advanced, uniquely focused reservoir optimization company in the oilfield services sector. Our reservoir optimization technologies are closely interrelated and are organized into three complementary segments. - Reservoir Description: Encompasses the characterization of petroleum reservoir rock, fluid and gas samples. We provide analytical and field services to characterize properties of crude oil and petroleum products to the oil and gas industry. - Production Enhancement: Includes services and products relating to reservoir well completions, perforations, stimulations and production. We provide integrated services to evaluate the effectiveness of well completions and to develop solutions aimed at increasing the effectiveness of enhanced oil recovery projects. - Reservoir Management: Combines and integrates information from reservoir description and production enhancement services to increase production and improve recovery of oil and gas from our clients' reservoirs. We offer our services worldwide through our global network of offices, and we manufacture products primarily in three facilities for distribution on a global basis. We have over 70 offices in more than 50 countries and have approximately 3,500 employees. Services accounted for approximately 81% of our revenues for the year ended December 31, 1999, with the balance being generated from product sales. RESERVOIR DESCRIPTION Most commercial oil and gas fields consist of porous and permeable reservoir rocks that contain natural gas, crude oil and water. Due to the density differences of the fluids, natural gas typically caps the field and overlies an oil layer, which overlies the water. We provide services that characterize the porous reservoir rock and all three reservoir fluids. We analyze samples of reservoir rocks for their porosity, which determines reservoir storage capacity, and for their permeability, which defines the ability of the fluids to flow through the rock. These measurements are used to determine how much oil and gas is present in a reservoir and the rates at which the oil and gas can be produced. We also use our proprietary technologies to correlate the reservoir description data to wireline logs and seismic data. These data sets are also used to determine the different acoustic velocities of reservoir rocks containing natural gas, crude oil and water. These velocity measurements are used in conjunction with our in-reservoir seismic monitoring services. PRODUCTION ENHANCEMENT The data we produce to describe a reservoir system is used to enhance oil and gas production so that it will exceed the average oilfield recovery factor, which is approximately 40%. Many oilfields today are 1 5 hydraulically fractured and flooded to maximize oil and gas recovery. We conduct dynamic flow tests of the reservoir fluids through the reservoir rock, at actual reservoir pressure and temperature, to realistically simulate the actual flooding of a producing zone. We use proprietary technologies, such as our Saturation Monitoring by the Attenuation of X-rays (SMAX(TM)), to help design enhanced recovery projects. After a field flood is initiated, we are often involved in monitoring the progress of the flood to ensure the maximum amount of incremental production. We are also an industry leader in high-performance perforating and completion systems engineered to maximize well productivity by reducing, eliminating or overcoming formation damage during the completion of oil and gas wells. Among the numerous technologies we offer is our new Excape(TM) Completion Process. Excape(TM) is a unique completion system we developed in cooperation with Marathon Oil Company and BJ Services Company. Excape(TM) allows multiple reservoir zones to be sequentially perforated and individually stimulated, thus reducing completion time and rig cost. Patent applications covering the technologies underlying Excape(TM) have been filed in the United States and in certain foreign jurisdictions. RESERVOIR MANAGEMENT Reservoir description and production enhancement information, when applied across an entire oilfield, is used to maximize daily production and the ultimate total recovery from the reservoir. We are involved in numerous large-scale reservoir management projects, applying proprietary and state-of-the-art technologies from the earliest phases of a field development program until the last economic barrel of oil is recovered. These projects are of increasing importance to oil companies as the incremental barrel is often the lowest cost and most profitable barrel in the reservoir. We believe that increased cash flows from incremental production will result in increased capital expenditures, ultimately leading to future opportunities for us. We recently developed our Reservoir Information Browser(TM) (RIB(TM)) that allows oil companies to collect, store, integrate and access well or entire field data sets via their worldwide internal intranets. Our clients access RIB(TM) for ongoing updates to be used in reservoir management. OUR STRATEGY Our business strategy is to continue to provide advanced technologies that improve reservoir performance by (i) continuing the development of proprietary technologies through client-driven research and development, (ii) expanding the services and products offered throughout our global network of offices and (iii) acquiring complementary businesses that add key technologies or market presence and enhance existing products and services. DEVELOPMENT OF NEW TECHNOLOGIES, SERVICES AND PRODUCTS We conduct research and development to meet the needs of our customers, who are continually seeking new technologies to lower their costs of finding, developing and producing oil and gas. While the aggregate number of oil and gas wells being drilled per year has remained relatively constant in recent years, oil and gas producers have increased expenditures on high-technology services which improve their understanding of the reservoir. They are also spending more on advanced technologies to increase production of oil and gas from their producing fields. We intend to continue concentrating our efforts on technologies that enhance development and production efficiencies. We believe our patents, trademarks and other intellectual property rights are an important factor in maintaining our technological advantage, although no one patent is considered essential to our success. INTERNATIONAL EXPANSION OF SERVICES AND PRODUCTS Another component of our business strategy is to broaden the spectrum of services and products offered to our clients on a global basis. We plan to use our worldwide network of offices to offer many of our services and products that have been developed internally or obtained through acquisitions. This allows us to enhance our revenues through efficient and effective utilization of our global network. Our non-U.S. operations accounted for approximately 58% of our revenues during the year ended December 31, 1999. 2 6 ACQUISITIONS We continually review potential acquisitions to add key technologies, enhance market presence or complement existing businesses. Our recent acquisitions reflect our desire to broaden the services offered to our clients in the field of reservoir optimization. Over the past 12 months, we completed the following three significant acquisitions: - TomoSeis: In January 2000, we acquired TomoSeis Corporation. TomoSeis provides highly detailed reservoir imaging technologies that are the critical component for successful 4D seismic and reservoir monitoring programs. Proprietary and patented energy-source and seismic-receiver hardware, specialized imaging technology and internally developed data processing capabilities make TomoSeis the industry-leading provider of in-reservoir seismic services; - Reservoirs: In August 1999, we acquired Reservoirs, Inc. Reservoirs provides reservoir description services to the oil and gas industry and is a recognized leader in the geology and petrophysics of deepwater reservoirs; and - CTC: In July 1999, we acquired Coherence Technology Company, Inc. CTC provides specialized seismic data processing and interpretation services and is licensed by BP Amoco to provide its patented Coherence Cube(TM) seismic data processing technology to the oil and gas industry. RECENT DEVELOPMENTS On April 28, we reported our results for the first quarter of 2000. Revenues totaled $68.5 million as compared to $67.2 million for the first quarter of 1999. Earnings for the first quarter of 2000 totaled $0.10 per fully diluted share, as compared to a loss of $0.23 per fully diluted share for the first quarter of 1999. Earnings for the first quarter of 2000, excluding goodwill amortization and non-recurring charges, net of tax, totaled $0.13 per fully diluted share, as compared to $0.04 per fully diluted share for the first quarter of 1999. In April 2000, we signed a memorandum of intent to acquire Production Enhancement Corporation ("PENCOR"), which provides fluid phase behavior services used to characterize crude oils, natural gases, and other reservoir fluids. Clients use PENCOR's services to enhance daily production and ultimate field recovery values, especially in high pressure reservoirs and deep water projects. ------------------ Our principal executive offices are located at Herengracht 424, 1017 BZ Amsterdam, The Netherlands. Our telephone number is (31-20) 420-3191. 3 7 THE OFFERING Common shares offered by the selling shareholders....................... 4,786,178 shares Common shares to be outstanding after this offering...................... 30,585,341 shares Use of proceeds...................... We will not receive any proceeds from the sale of the common shares sold by the selling shareholders. If the over-allotment option is exercised in full, we will receive net proceeds of approximately $ . We will use any net proceeds from the exercise of the over-allotment option for general working capital purposes. New York Stock Exchange symbol....... CLB
The number of common shares to be outstanding immediately following this offering is based on the number of common shares outstanding as of May 9, 2000, and does not include: - 717,927 common shares subject to purchase from us upon the exercise by the underwriters of their over-allotment option. If the over-allotment option is exercised in full, 31,303,268 common shares will be outstanding after this offering; and - 3,035,771 common shares reserved, as of May 9, 2000, for the exercise of outstanding options granted pursuant to our stock option plans. 4 8 SUMMARY CONSOLIDATED FINANCIAL DATA The following selected historical consolidated financial data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements, both of which are included in the documents incorporated by reference in this prospectus.
YEARS ENDED DECEMBER 31, --------------------------------------------------- 1995 1996 1997 1998 1999 ------- -------- -------- -------- -------- (IN THOUSANDS, EXCEPT PER SHARE DATA) STATEMENT OF OPERATIONS DATA: Revenues: Services.......................................... $75,679 $104,718 $217,673 $261,970 $246,936 Sales............................................. 13,473 10,047 17,735 36,580 56,722 ------- -------- -------- -------- -------- Total revenues.................................... 89,152 114,765 235,408 298,550 303,658 Operating expenses: Costs of services................................. 63,917 87,594 172,719 207,667 198,425 Cost of sales..................................... 9,995 6,532 14,984 26,147 47,029 General and administrative expenses............... 2,719 3,559 5,974 8,447 12,301 Depreciation and amortization..................... 3,118 4,695 10,041 14,930 14,659 Goodwill amortization............................. 74 172 1,498 2,933 4,024 Transaction costs associated with merger.......... -- 355 -- -- -- Write-offs and other charges(1)................... -- -- -- -- 10,670 Restructuring charges(2).......................... -- -- -- -- 7,036 Other (income) expense, net....................... 973 (595) (1,139) 1,078 (3,308) ------- -------- -------- -------- -------- Income from continuing operations before interest expense and income tax............................ 8,356 12,453 31,331 37,348 12,822 Interest expense.................................... 3,102 1,554 6,552 6,339 7,796 ------- -------- -------- -------- -------- Income from continuing operations before income tax............................................... 5,254 10,899 24,779 31,009 5,026 Income tax.......................................... 1,979 4,507 8,992 9,337 1,659 ------- -------- -------- -------- -------- Income from continuing operations................... $ 3,275 $ 6,392 $ 15,787 $ 21,672 $ 3,367 ======= ======== ======== ======== ======== PER SHARE DATA: Income from continuing operations per common share: Basic............................................. $ 0.18 $ 0.29 $ 0.65 $ 0.78 $ 0.11 Diluted........................................... 0.18 0.29 0.64 0.76 0.11 Weighted average common shares outstanding: Basic............................................. 18,042 22,070 24,141 27,635 29,851 Diluted........................................... 18,148 22,267 24,822 28,428 30,567 OTHER DATA: Diluted earnings per share from continuing operations excluding goodwill amortization...... $ 0.18 $ 0.29 $ 0.70 $ 0.86 $ 0.24
AT DECEMBER 31, -------------------------------------------------- 1995 1996 1997 1998 1999 ------- ------- -------- -------- -------- (IN THOUSANDS) BALANCE SHEET DATA: Working capital..................................... $18,519 $17,883 $ 51,272 $ 61,473 $ 93,324 Total assets........................................ 82,530 93,827 253,972 353,962 361,133 Long-term debt, including current maturities........ 20,247 17,354 74,660 87,793 83,328 Shareholders' equity................................ 40,947 48,616 115,487 199,109 208,944
- --------------------------- (1) In the first quarter of 1999, we recorded write-offs and other charges totaling $10.7 million. This amount included $4.4 million of asset write-offs, $2.6 million related to facility closures and personnel reductions, and $3.7 million associated with the termination of the proposed acquisition of GeoScience Corporation. (2) In the fourth quarter of 1999, we recorded a $7.0 million charge to cover the cost of exiting redundant facilities and restructuring certain of our operations. We are combining personnel and equipment from eight facilities into one Houston facility. We also reorganized our operations in Canada and Mexico, consolidated certain service lines and are further centralizing our operations in Latin America, Europe and the Asia-Pacific region. No operations are being discontinued. 5 9 RISK FACTORS An investment in our common shares involves a high degree of risk. You should carefully consider the following factors in addition to the other information presented or incorporated by reference in this prospectus before buying common shares in the offering. FUTURE DOWNTURNS IN THE OIL AND GAS INDUSTRY, OR IN THE OIL FIELD SERVICES BUSINESS, MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR FINANCIAL CONDITION OR RESULTS OF OPERATIONS. The oil and gas industry is cyclical and has been subject to significant economic downturns at various times as a result of numerous factors affecting the supply of and demand for oil and natural gas, which include: - the level of capital expenditures of the oil and gas industry; - the level of drilling activity; - the level of production activity; - market prices of oil and gas; - mergers, consolidations and downsizing among our clients; - worldwide economic conditions; - interest rates and the cost of capital; - environmental regulation; - tax policies; - political requirements of national governments; - coordination by the Organization of Petroleum Exporting Countries (OPEC); - cost of producing oil and natural gas; and - technological advances. IF WE ARE NOT ABLE TO DEVELOP OR ACQUIRE NEW PRODUCTS OR OUR PRODUCTS BECOME TECHNOLOGICALLY OBSOLETE, OUR RESULTS OF OPERATIONS MAY BE ADVERSELY AFFECTED. The market for our products and services is characterized by changing technology and frequent product introduction. As a result, our success is dependent upon our ability to develop or acquire new products and services on a cost-effective basis and to introduce them into the marketplace in a timely manner. While we intend to continue committing substantial financial resources and effort to the development of new products and services, we may not be able to successfully differentiate our products and services from those of our competitors. The market may not consider our proposed products and services to be superior to our competitors' products and services. In addition, we may not be able to adapt to evolving markets and technologies, develop new products, or achieve and maintain technological advantages. If we are unable to continue developing competitive products in a timely manner in response to changes in technology, our businesses and operating results may be materially and adversely affected. In addition, continuing development of new products inherently carries the risk of inventory obsolescence with respect to our older products. IF WE ARE UNABLE TO OBTAIN PATENTS, LICENSES AND OTHER INTELLECTUAL PROPERTY RIGHTS COVERING OUR PRODUCTS AND SERVICES, OUR OPERATING RESULTS MAY BE ADVERSELY AFFECTED. Our success depends in part on our ability to obtain patents, licenses and other intellectual property rights covering our products and services. To that end, we have obtained certain patents and intend to continue to seek patents on some of our inventions and services. While we have patented some of our key technologies, we do not patent all of our proprietary technology, even when regarded as patentable. The process of seeking patent protection can be long and expensive. There can be no assurance that patents will be issued from currently pending or future applications or that, if patents are issued, they will be of 6 10 sufficient scope or strength to provide meaningful protection or any commercial advantage to us. In addition, effective copyright and trade secret protection may be unavailable or limited in certain countries. Litigation, which could demand financial and management resources, may be necessary to enforce our patents or other intellectual property rights. Also, there can be no assurance that we can obtain licenses or other rights to necessary intellectual property on acceptable terms. WE DEPEND ON THE RESULTS OF OUR INTERNATIONAL OPERATIONS, WHICH EXPOSES US TO RISKS INHERENT IN DOING BUSINESS ABROAD. We operate facilities in more than 50 countries around the world. Our non-U.S. operations accounted for approximately 58% of our revenues during the year ended December 31, 1999. In addition, some of our revenues in the U.S. are generated by projects located outside the U.S. Our business is subject to various risks beyond our control, including: - the instability of foreign economies and governments; - currency fluctuations; - potential income tax liabilities in multiple jurisdictions; and - changes in laws and policies affecting trade and investment. Any of these factors might cause our facilities in some countries to become unprofitable, possibly resulting in the closing of these facilities. We attempt to limit our exposure to foreign currency fluctuations by limiting the amount by which our foreign contracts are denominated in a currency other than U.S. dollars to an amount generally equal to expenses expected to be incurred in such foreign currency. We have not historically engaged in and do not currently intend to engage in any significant hedging or currency trading transactions designed to compensate for adverse currency fluctuations. THERE ARE RISKS RELATED TO OUR ACQUISITION STRATEGY. IF WE ARE UNABLE TO SUCCESSFULLY INTEGRATE AND MANAGE BUSINESSES THAT WE HAVE ACQUIRED AND ANY BUSINESSES ACQUIRED IN THE FUTURE, OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION COULD BE ADVERSELY AFFECTED. One of our key business strategies is to acquire technologies, operations and assets that are complementary to our existing businesses. There are financial, operational and legal risks inherent in any acquisition strategy, including: - increased financial leverage; - increased interest expense; and - difficulties involved in combining disparate company cultures and facilities. The success of any completed acquisition will depend on our ability to integrate effectively the acquired business into our existing operations. The process of integrating acquired businesses may involve unforeseen difficulties and may require a disproportionate amount of our managerial and financial resources. In addition, possible future acquisitions may be larger and for purchase prices significantly higher than those paid for recent and pending acquisitions. No assurance can be given that we will be able to continue to identify additional suitable acquisition opportunities, negotiate acceptable terms, obtain financing for acquisitions on acceptable terms or successfully acquire identified targets. Our failure to achieve consolidation savings, to incorporate the acquired businesses and assets into our existing operations successfully or to minimize any unforeseen operational difficulties could have a material adverse effect on our financial condition and results of operation. WE ARE SUBJECT TO A VARIETY OF ENVIRONMENTAL LAWS AND REGULATIONS, WHICH MAY RESULT IN INCREASED COSTS TO OUR BUSINESS. We are subject to a variety of governmental regulations relating to the use, storage, discharge and disposal of chemicals and gases used in our analytical and manufacturing processes. Environmental claims or the failure to comply with present or future environmental laws and regulations could result in the 7 11 assessment of damages or imposition of fines against us or the suspension or cessation of operations. New regulations could require us to acquire costly equipment or to incur other significant expenses. If we fail to control the use, or adequately restrict the discharge of, hazardous substances, we could be subject to future material liabilities. In addition, public interest in the protection of the environment has increased dramatically in recent years. We anticipate that the trend of more expansive and stricter environmental laws and regulations will continue, the occurrence of which may require us to increase our capital expenditures or could result in increased operating expenses. BECAUSE WE ARE A NETHERLANDS COMPANY, IT MAY BE DIFFICULT FOR YOU TO SUE OUR SUPERVISORY DIRECTORS OR US, AND IT MAY NOT BE POSSIBLE TO OBTAIN OR ENFORCE JUDGMENTS AGAINST US. We are a Netherlands company and a substantial portion of our assets are located outside the United States. In addition, some members of our supervisory board of directors are residents of countries other than the United States. As a result, it may not be possible for you to effect service of process within the United States upon our supervisory directors or to enforce against our supervisory directors or us, judgments of courts of the United States predicated upon civil liabilities under the United States federal securities laws. Because there is no treaty between the United States and The Netherlands providing for the reciprocal recognition and enforcement of judgments, United States judgments are not automatically enforceable in The Netherlands. In addition, there is doubt as to whether a Netherlands court would impose civil liability on us or on the members of our supervisory board of directors in an original action brought against us or our supervisory directors in a court of competent jurisdiction in The Netherlands and predicated solely upon the federal securities laws of the United States. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS We believe that some statements contained or incorporated by reference in this prospectus are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. We caution that forward-looking statements involve risks and uncertainties that may affect our actual results of operations. Statements in this prospectus that are forward-looking and that provide other than historical information involve those risks and uncertainties. Also, when we use words like "may," "may not," "believes," "does not believe," "expects," "does not expect," "anticipates," "does not anticipate," "intends," "plan," "estimate," and similar expressions, including the negative or other variations of these words, we are making forward-looking statements. We continue to face many risks and uncertainties (including those set forth in "Risk Factors") that could cause actual results to differ from those forward-looking statements, including: - our ability to continue to develop or acquire new and useful technology; - the realization of anticipated synergies from acquired businesses and future acquisitions; - our dependence on one industry, oil and gas, and the impact of commodity prices on the expenditure levels of our customers; - competition in the markets we serve; - the risks and uncertainties attendant to adverse industry, political, economic and financial market conditions, including stock prices, government regulations, interest rates and credit availability; - unsettled political conditions, war, civil unrest, currency controls and governmental actions in the numerous countries in which we operate; - changes in the price of oil and natural gas; - integration of acquired businesses; and - the effects of industry consolidation. 8 12 These forward-looking statements are based on assumptions that we believe are reasonable, but they are open to a wide range of uncertainties and business risks. Factors that could cause actual results to differ materially from those anticipated are discussed in our periodic filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 1999 (as amended by Form 10-K/A). When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this document and the documents we have incorporated by reference. We will not update these forward looking statements unless the securities laws require us to do so. USE OF PROCEEDS We will not receive any proceeds from the sale of the common shares sold by the selling shareholders. If the underwriters' over-allotment option is exercised in full, we will receive net proceeds (after deducting the underwriters discount and estimated offering expenses) of approximately $ . We intend to use any net proceeds from the exercise of the over-allotment option for general working capital purposes. DIVIDEND POLICY We have not paid dividends on our common shares and currently have no plans to pay dividends on the common shares. We expect that we will retain all available earnings generated by our operations for the development and growth of our business. Any future determination as to the payment of dividends will be made at the discretion of the our supervisory board and will depend upon our operating results, financial condition, capital requirements, general business conditions and such other factors as the supervisory board deems relevant. Because we are a holding company that conducts substantially all of our operations through subsidiaries, our ability to pay cash dividends on the common shares is dependent upon the ability of our subsidiaries to pay cash dividends or otherwise distribute or advance funds to us and on the terms and conditions of our existing and future credit arrangements. Because we are a Netherlands company, we may be required to withhold a portion of any dividends paid for Netherlands tax purposes. The amount of the withholding will depend on applicable law at the time the dividend is paid. 9 13 CAPITALIZATION The following table sets forth our short-term debt and capitalization as of December 31, 1999, on a historical basis, assuming that the underwriters' over-allotment option is not exercised.
AS OF DECEMBER 31, 1999(1) ------------------ (IN THOUSANDS) Total short-term debt and current portion of long-term debt...................................................... $ 1,121 ======== Long-term debt, less current portion: Borrowings under credit facility(2)....................... $ 7,000 Senior notes.............................................. 75,000 Other long-term debt...................................... 207 -------- Total long-term debt.............................. $ 82,207 -------- Shareholders' equity: Preference shares, Netherlands Guilders 0.03 par value; 3,000,000 shares authorized; no shares issued and outstanding............................................ -- Common shares, Netherlands Guilders 0.03 par value; 100,000,000 shares authorized; 30,179,226 shares issued and outstanding........................................ 508 Additional paid-in capital................................ 161,859 Retained earnings......................................... 46,577 -------- Total shareholders' equity........................ $208,944 -------- Total capitalization.............................. $291,151 ========
- --------------------------- (1) Assuming the underwriters' over-allotment option is exercised in full and the net proceeds we receive are used for general corporate purposes, total long term debt would be $ , common shares at par value would be $ , additional paid-in capital would be $ , total shareholders' equity would be $ , and total capitalization would be $ . (2) Loans under the credit facility generally bear interest from LIBOR plus 1.25% to a maximum of LIBOR plus 1.75%. The revolving debt facilities require only interest payments until maturity in June 2004. 10 14 PRINCIPAL AND SELLING SHAREHOLDERS The following table sets forth certain information regarding the beneficial ownership of common shares as of March 20, 2000, and as adjusted to give effect to the sale of the common shares offered by the selling shareholders, by: - each person known to us to be the beneficial owner of 5% or more of the outstanding common shares; - each of our supervisory directors; - all of the our supervisory directors and executive officers as a group; and - the selling shareholders. Unless otherwise indicated, each person has sole voting and dispositive power over the common shares listed. See "Underwriting."
COMMON SHARES OWNED PRIOR TO COMMON SHARES OFFERING OWNED AFTER OFFERING -------------------- --------------------- NUMBER OF NUMBER OF NUMBER OF SUPERVISORY DIRECTORS, EXECUTIVE COMMON SHARES COMMON OFFICERS AND PRINCIPAL SHAREHOLDERS SHARES PERCENT OFFERED SHARES PERCENT - ----------------------------------- --------- ------- --------- ---------- -------- Lord, Abbett & Co.(1)................................ 2,190,520 7.1% -- 2,190,520 7.1% Franklin Resource, Inc.(2)........................... 1,726,800 5.7 -- 1,726,800 5.7 Stephen D. Weinroth**(3)............................. 461,500 1.5 -- 461,500 1.5 David M. Demshur**................................... 339,113 1.1 -- 339,113 1.1 Richard L. Bergmark**................................ 207,219 * -- 207,219 * Joseph R. Perna**.................................... 126,744 * -- 126,744 * John D. Denson**..................................... 61,159 * -- 61,159 * Timothy J. Probert**................................. 35,000 * -- 35,000 * Bob G. Agnew**....................................... 34,600 * -- 34,600 * James A. Read**...................................... 34,000 * -- 34,000 * Monty L. Davis**..................................... 21,512 * -- 21,512 * Randall D. Keys**.................................... 1,234 * -- 1,234 * Jacobus Schouten..................................... -- * -- -- * All supervisory directors and executive officers as a group**............................................ 1,322,081 4.3 -- 1,322,081 4.3 SELLING SHAREHOLDERS First Britannia Holdings N.V.(4)..................... 4,202,534 13.6% 4,202,534 -- --% Robert Andrews(5).................................... 718,750 2.3 350,000 368,750 1.2 Gas Research Institute............................... 44,390 * 44,390 -- -- Christopher C. Payton(6)............................. 100,896 * 42,700 58,196 * Terrance Jbeili(7)................................... 127,922 * 42,100 85,822 * Estate of Paul J. Cernock............................ 72,454 * 36,227 36,227 * Estate of Elizabeth M. Cernock....................... 72,454 * 36,227 36,227 * Randall S. Miller(8)................................. 52,671 * 20,000 32,671 * James W. Rector, III................................. 23,501 * 12,000 11,501 * --------- ---- --------- --------- --- Total selling shareholders................... 5,415,572 17.7% 4,786,178 629,394 2.0% ========= ==== ========= ========= ===
- --------------------------- * Does not exceed 1.0%. ** Includes the following common shares which may be acquired within 60 days through the exercise of stock options: Mr. Weinroth, 64,000; Mr. Demshur, 108,750; Mr. Bergmark, 112,000; Mr. Perna, 20,000; Mr. Denson, 39,250; Mr. Probert, 34,000; Mr. Agnew, 30,000; Mr. Read, 34,000; Mr. Davis, 17,500; and Mr. Keys, 718. (1) As reported on Schedule 13G dated February 2, 2000. The business address of Lord, Abbett & Co. is 90 Hudson Street, Jersey City, New Jersey 07302. (2) As reported on Schedule 13G/A dated January 20, 2000. The business address of Franklin is 777 Mariners Island Blvd., San Mateo, California 94404. (3) Mr. Weinroth, a Managing Director of First Britannia Mezzanine N.V., disclaims beneficial ownership of the common shares beneficially owned by First Britannia Mezzanine N.V., the ultimate parent of First Britannia Holdings N.V. (4) First Britannia Holdings N.V. is a wholly owned subsidiary of First Britannia Mezzanine N.V. and its business address is de Ruyterkade 62, Curacao, Netherlands Antilles. (5) Mr. Andrews is Vice President, Marketing for Latin America. The number of shares includes 3,750 common shares which may be acquired within 60 days through the exercise of stock options. (6) Mr. Payton is Vice President, Business Development, for our cross well seismic division. The number of shares includes 86,169 common shares which may be acquired within 60 days through the exercise of stock options. (7) Mr. Jbeili is Vice President, Operations, for our cross well seismic division. The number of shares includes 101,836 common shares which may be acquired within 60 days through the exercise of stock options. (8) Mr. Miller is one of our general managers. 11 15 UNDERWRITING Under the terms and subject to the conditions contained in an underwriting agreement dated , we and the selling shareholders have agreed to sell to the underwriters named below, for whom Credit Suisse First Boston Corporation, Salomon Smith Barney Inc., Deutsche Banc Alex. Brown, CIBC World Markets Corp., Dain Rauscher Incorporated and Morgan Keegan & Company, Inc. are acting as representatives, the following respective numbers of common shares:
NUMBER OF SHARES UNDERWRITER --------- Credit Suisse First Boston Corporation...................... Salomon Smith Barney Inc. .................................. Deutsche Banc Alex. Brown................................... CIBC World Markets Corp. ................................... Dain Rauscher Incorporated.................................. Morgan Keegan & Company, Inc. .............................. --------- Total............................................. 4,786,178 =========
The underwriting agreement provides that the underwriters are obligated to purchase all of the common shares in the offering if any are purchased, other than those common shares covered by the over-allotment option described below. The underwriting agreement also provides that if an underwriter defaults the purchase commitments of non-defaulting underwriters may be increased or the offering may be terminated. We have granted to the underwriters a 30-day option to purchase on a pro rata basis up to 717,927 additional common shares from us at the public offering price less the underwriting discounts and commissions. The option may be exercised only to cover any over-allotments of the common shares. The underwriters propose to offer the common shares initially at the public offering price on the cover page of this prospectus and to selling group members at that price less a concession of $ per share. The underwriters and selling group members may allow a discount of $ per share on sales to other broker/dealers. After the public offering of the common shares, the public offering price and concession and discount to broker/dealers may be changed by the representatives. The following table summarizes the compensation and estimated expenses we and the selling shareholders will pay.
PER SHARE TOTAL ------------------------------- ------------------------------- WITHOUT WITH WITHOUT WITH OVER-ALLOTMENT OVER-ALLOTMENT OVER-ALLOTMENT OVER-ALLOTMENT -------------- -------------- -------------- -------------- Underwriting Discounts and Commissions paid by selling shareholders(1)............... $ $ $ $ Expenses paid by the selling shareholders(2).......................... $ $ $ $ Underwriters Discounts and Commissions payable by us............................ $ -- $ $ -- $ Expenses payable by us..................... $ -- $ $ -- $
- --------------------------- (1) The selling shareholders will pay the underwriters' discounts and commissions allocable to the common shares sold by them in this offering. (2) First Britannia Mezzanine N.V. will pay certain other expenses related to this offering. We have agreed that we will not offer, sell, pledge, contract to sell or otherwise dispose of, directly or indirectly, any of our common shares, or securities convertible into or exchangeable or exercisable for any of our common shares, or publicly disclose our intention to make any such offer, sale, pledge or disposition, without the prior written consent of Credit Suisse First Boston Corporation for a period of 12 16 90 days after the date of this prospectus, except issuances of common shares pursuant to the exercise of employee stock plans. Credit Suisse First Boston Corporation has waived this restriction with respect to the issuance of approximately 250,000 common shares by us in connection with our proposed acquisition of PENCOR. Our executive officers, supervisory directors and certain selling shareholders have agreed that they will not offer, sell, contract to sell, or otherwise dispose of, directly or indirectly, any of our common shares or securities convertible into or exchangeable or exercisable for any of our common shares, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common shares, whether any such aforementioned transaction is to be settled by delivery of our common shares or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse First Boston Corporation for a period of 90 days after the date of this prospectus. We and the selling shareholders have agreed to indemnify the underwriters against certain liabilities including liabilities under the Securities Act of 1933, or contribute to payments which the underwriters may be required to make in that respect. Our common shares are traded on the NYSE under the symbol "CLB." We will file an application with the NYSE to list the common shares to be sold in this offering. The representatives may engage in over-allotment, stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Securities Exchange Act of 1934. - Over-allotment involves syndicate sales in excess of the offering size, which creates a syndicate short position. - Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. - Syndicate covering transactions involve purchases of the common shares in the open market after the distribution has been completed in order to cover syndicate short positions. - Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the common shares originally sold by such syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions. These stabilizing transactions, syndicate covering transactions and penalty bids may cause the price of the common shares to be higher than it would otherwise be in the absence of these transactions. These transactions may be effected on The New York Stock Exchange or otherwise and, if commenced, may be discontinued at any time. A prospectus in electronic format will be made available on the websites maintained by one or more of the underwriters participating in this offering. The representatives may agree to allocate a number of shares to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters that will make internet distributions on the same basis as other allocations. 13 17 NOTICE TO CANADIAN RESIDENTS RESALE RESTRICTIONS The distribution of the common shares in Canada is being made only on a private placement basis exempt from the requirement that we and the selling shareholders prepare and file a prospectus with the securities regulatory authorities in each province where trades of common shares are effected. Accordingly, any resale of the common shares in Canada must be made in accordance with applicable securities laws which will vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with available statutory exemptions or pursuant to a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the common shares. REPRESENTATIONS OF PURCHASERS Each purchaser of common shares in Canada who receives a purchase confirmation will be deemed to represent to us, the selling shareholders and the dealer from whom such purchase confirmation is received that (i) such purchaser is entitled under applicable provincial securities laws to purchase such common shares without the benefit of a prospectus qualified under such securities laws, (ii) where required by law, such purchaser is purchasing as principal and not as agent, and (iii) such purchaser has reviewed the text above under "Resale Restrictions". RIGHTS OF ACTION (ONTARIO PURCHASERS) The securities being offered are those of a foreign issuer and Ontario purchasers will not receive the contractual right of action prescribed by Ontario securities law. As a result, Ontario purchasers must rely on other remedies that may be available, including common law rights of action for damages or rescission or rights of action under the civil liability provisions of the U.S. federal securities laws. ENFORCEMENT OF LEGAL RIGHTS All of the issuer's directors and officers as well as the experts named herein and the selling shareholders may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon the issuer or such persons. All or a substantial portion of the assets of the issuer and such persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against the issuer or such persons in Canada or to enforce a judgement obtained in Canadian courts against such issuer or persons outside of Canada. NOTICE TO BRITISH COLUMBIA RESIDENTS A purchaser of common shares to whom the Securities Act (British Columbia) applies is advised that such purchaser is required to file with the British Columbia Securities Commission a report within ten days of the sale of any common shares acquired by such purchaser pursuant to this offering. Such report must be in the form attached to British Columbia Securities Commission Blanket Order BOR #95/17, a copy of which may be obtained from us. Only one such report must be filed in respect of common shares acquired on the same date and under the same prospectus exemption. TAXATION AND ELIGIBILITY FOR INVESTMENT Canadian purchasers of common shares should consult their own legal and tax advisors with respect to the tax consequences of an investment in the common shares in their particular circumstances and with respect to the eligibility of the common shares for investment by the purchaser under relevant Canadian legislation. 14 18 LEGAL MATTERS Certain legal matters have been passed on for us by Vinson & Elkins L.L.P., Houston, Texas. The validity of the securities will be passed upon for us by Nauta Dutilh, Rotterdam, The Netherlands. Fulbright & Jaworski L.L.P., Houston, Texas, will serve as counsel to the underwriters. EXPERTS The financial statements incorporated by reference in this prospectus and elsewhere in this registration statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said report. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934. The registration statement of which this prospectus forms a part and these reports, proxy statements and other information can be inspected and copied at the public reference room maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's regional offices at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and at Seven World Trade Center, Suite 1300, New York, New York 10048. Copies of the materials may also be obtained from the SEC at prescribed rates by writing to the public reference room maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. We have filed with the SEC a registration statement on Form S-3 under the Securities Act of 1933 with respect to this offering of common shares. This prospectus, which constitutes a part of the registration statement, does not contain all the information set forth in the registration statement and the attached schedules and exhibits. The SEC maintains a World Wide Web site on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding us. The reports, proxy and information statements and other information about us can be downloaded from the SEC's website and can also be inspected and copied at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. INCORPORATION OF DOCUMENTS BY REFERENCE The SEC allows us to "incorporate by reference" into this prospectus the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until our offering is completed: - our annual report on Form 10-K (as amended by Form 10-K/A) for the year ended December 31, 1999; - our definitive proxy for the annual meeting of shareholders to be held in May 2000; - our quarterly report on Form 10-Q for the quarter ended March 31, 2000; and - the description of our common shares contained in our registration statement on Form 8-A filed pursuant to Section 12 of the Securities Exchange Act of 1934. You may request a copy of these filings, at no cost, by writing or calling our investor relations department at the following address: Core Laboratories N.V., Herengracht 424, 1017 BZ Amsterdam, The Netherlands, (31-20) 420-3191. 15 19 [CORE LAB LOGO] 20 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets forth the estimated expenses in connection with the distribution of the securities covered by this registration statement. All of the expenses will be borne by the selling shareholders except as otherwise indicated. Registration fee....................................... $ 41,873.00 NYSE listing fee....................................... 6,908.00 NASD Filing Fee........................................ 16,362.00 Accounting fees and expenses........................... 160,000.00 Fees and expenses of legal counsel..................... 100,000.00 Printing and engraving expenses........................ 60,000.00 Transfer Agent and Registrar fees and expenses......... 3,500.00 Miscellaneous.......................................... 40,000.00 ----------- Total........................................ $428,643.00 ===========
- --------------------------- * To be provided by amendment. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Certain of our directors and executive officers have entered into an indemnity agreement with us. The agreements provide, to the fullest extent permitted by the law of The Netherlands, that we 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 we 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 us. The articles of association also provide that we may purchase and maintain directors' and officers' liability insurance. ITEM 16. EXHIBITS. The following documents are filed as exhibits to this registration statement, including those exhibits incorporated herein by reference to a prior filing by Core Laboratories under the Securities Act of 1933 or the Securities Exchange Act of 1934:
INCORPORATED BY EXHIBIT REFERENCE FROM THE NUMBER DESCRIPTION FOLLOWING DOCUMENTS ------- ----------- ------------------- *1.1 -- Form of Underwriting Agreement.................... 3.1 -- Articles of Association of Core Laboratories N.V., as amended (including English translation)........ Registration Statement on Form F-1, September 20, 1995. 4.1 -- Form of certificate representing Common Shares.... Form 10-K/A, March 31, 2000 *5.1 -- Opinion of Nauta Dutilh...........................
II-1 21
INCORPORATED BY EXHIBIT REFERENCE FROM THE NUMBER DESCRIPTION FOLLOWING DOCUMENTS ------- ----------- ------------------- 10.1 -- Core Laboratories N.V. 1995 Long-Term Incentive Plan (as amended and restated effective as of May 29, 1997)......................................... Proxy Statement dated May 2, 1997 for Annual Meeting of Shareholders 10.2 -- Core Laboratories N.V. 1995 Nonemployee Director Stock Option Plan (as amended and restated effective as of May 29, 1997)..................... Proxy Statement dated May 2, 1997 for Annual Meeting of Shareholders 10.3 -- Form of Registration Rights Agreement to be entered into by the Company and certain of its shareholders, dated September 15, 1995............ Form 10-Q, November 10, 1995 10.4 -- Purchase and Sale Agreement between Core Holdings B.V. and Western Atlas International, Inc., Western Atlas International Nigeria Ltd., Western Atlas de Venezuela, C.A., Western Atlas Canada Ltd. and Core Laboratories Australia Pty. Ltd. dated as of September 30, 1994.................... Form F-1, September 20, 1995 10.5 -- Form of Indemnification Agreement to be entered into by the Company and certain of its directors and officers...................................... Form F-1, September 20, 1995 10.6 -- Indemnification Agreements, each dated as of October 20, 1995, between the Company and each of its directors and executive officers.............. Form 10-Q, November 10, 1995 10.7 -- Stock Purchase Agreement among Core Laboratories N.V., Saybolt International B.V. and the shareholders of Saybolt International B.V., dated as of April 16, 1997.............................. Form 8-K, May 23, 1997 10.8 -- Amended and Restated Credit Agreement among Core Laboratories N.V., Core Laboratories, Inc., Core Laboratories (U.K.) Limited, Bankers Trust Company, NationsBank, N.A. and the Bank Group, dated as of July 18, 1997......................... Form S-3, November 20, 1997 10.9 -- Agreement and Plan of Merger among Core Laboratories N.V., Owen Oil Tools, Inc., Owen Acquisition, Inc., and each of the shareholders of Owen Oil Tools, Inc. dated as of June 30, 1998..................................... Form 8-K, July 15, 1998 10.10 -- Core Laboratories Supplemental Executive Retirement Plan effective as of January 1, 1998... Form 10-K, March 31, 1998 10.11 -- Form of Employment Agreement between Core Laboratories N.V. and David Michael Demshur dated as of August 18, 1998................................... Form 10-K, March 31, 1999 10.12 -- Form of Employment Agreement between Core Laboratories N.V. and Richard Lucas Bergmark dated as of August 18, 1998................................... Form 10-K, March 31, 1999 10.13 -- Form of Employment Agreement between Core Laboratories N.V. and Monty Lee Davis dated as of August 18, 1998................................... Form 10-K, March 31, 1999
II-2 22
INCORPORATED BY EXHIBIT REFERENCE FROM THE NUMBER DESCRIPTION FOLLOWING DOCUMENTS ------- ----------- ------------------- 10.14 -- Form of Employment Agreement between Core Laboratories N.V. and John David Denson dated as of August 18, 1998................................ Form 10-K, March 31, 1999 10.15 -- Acquisition Agreement Among Core Laboratories N.V., Core Laboratories International B.V., Saybolt International B.V., A.G.I. Mexicana S.A. de C.V. and the Stockholders of A.G.I. Mexicana S.A. de C.V. dated as of December 11, 1998........ Form 10-K, March 31, 1999 10.16 -- Agreement and Plan of Merger among Core Laboratories N.V., A.G.I. Acquisition Company, The Andrews Group International, Inc. and Robert Andrews dated as of December 18, 1998............. Form 10-K, March 31, 1999 10.17 -- Core Laboratories Supplemental Executive Retirement Plan for John D. Denson effective January 1, 1999................................... Form 10-Q, August 16, 1999 10.18 -- Core Laboratories Supplemental Executive Retirement Plan for Monty L. Davis effective January 1, 1999................................... Form 10-Q, August 16, 1999 10.19 -- Amendment to Core Laboratories Supplemental Executive Retirement Plan filed January 1, 1998, effective July 29, 1999..................................... Form 10-Q, August 16, 1999 10.20 -- Agreement and Plan of Merger among Core Laboratories N.V., Core Colorado Acquisition, Inc., Coherence Technology Company, Inc. and the Stockholders of Coherence Technology Company, Inc. dated as of June 9, 1999.......................... Form 10-Q, August 16, 1999 10.21 -- Agreement and Plan of Merger among Core Laboratories N.V., Core Acquisition Subsidiary, Inc., Reservoirs, Inc. and the Stockholders of Reservoirs, Inc. dated as of July 26, 1999........ Form 10-Q, August 16, 1999 10.22 -- Amendment to Amended and Restated Credit Agreement among Core Laboratories N.V., Core Laboratories, Inc., Core Laboratories (U.K.) Limited, Bankers Trust Company, Bank of America, N.A. and the Bank Group, dated as of July 22, 1999.................. Form 10-Q, August 16, 1999 10.23 -- Note and Guarantee Agreement by Core Laboratories, Inc. for Guaranteed Senior Notes, Series A, and Guaranteed Senior Notes, Series B, dated as of July 22, 1999..................................... Form 10-Q, August 16, 1999 *10.24 -- Form of Indemnification Agreement................. *23.1 -- Consent of Arthur Andersen LLP.................... *23.2 -- Consent of Nauta Dutilh........................... Included in Exhibit 5.1. **24.1 -- Power of Attorney................................. Included in signature page.
- --------------------------- * Filed herewith. ** Previously filed. II-3 23 ITEM 17. UNDERTAKINGS. The undersigned Registrant hereby undertakes: (1) That, for the purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement 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. (2) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective. (3) For purposes of determining any liability under Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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 thereunder. (4) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such issue. II-4 24 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Amsterdam, The Netherlands, on the 23rd day of May, 2000. CORE LABORATORIES N.V. By: CORE LABORATORIES INTERNATIONAL B.V., its Sole Managing Director By: /s/ JACOBUS SCHOUTEN -------------------------------------------- Jacobus Schouten Managing Director KNOW ALL MEN BY THESE PRESENTS, pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to registration statement has been signed by the following persons in the capacities and on the 23rd day of May, 2000.
SIGNATURE TITLE --------- ----- /s/ DAVID M. DEMSHUR President, Chief Executive Officer and - ----------------------------------------------------- Supervisory Director (Principal Executive David M. Demshur Officer and Authorized Representative in the United States) /s/ RICHARD L. BERGMARK Executive Vice President, Treasurer and - ----------------------------------------------------- Supervisory Director Richard L. Bergmark ** Chief Financial Officer (Principal Financial - ----------------------------------------------------- and Accounting Officer) Randall D. Keys * Supervisory Director - ----------------------------------------------------- Bob G. Agnew * Supervisory Director - ----------------------------------------------------- Joseph R. Perna * Supervisory Director - ----------------------------------------------------- Timothy J. Probert * Supervisory Director - ----------------------------------------------------- James A. Read /s/ JACOBUS SCHOUTEN Supervisory Director - ----------------------------------------------------- Jacobus Schouten
II-5 25
SIGNATURE TITLE --------- ----- * Supervisory Director - ----------------------------------------------------- Stephen D. Weinroth *By: /s/ JOHN D. DENSON ------------------------------------------------ John D. Denson Attorney-in-Fact **By: /s/ RICHARD L. BERGMARK ----------------------------------------------- Richard L. Bergmark Attorney-in-Fact
II-6 26 INDEX TO EXHIBITS
INCORPORATED BY EXHIBIT REFERENCE FROM THE NUMBER DESCRIPTION FOLLOWING DOCUMENTS ------- ----------- ------------------- *1.1 -- Form of Underwriting Agreement.................... 3.1 -- Articles of Association of Core Laboratories N.V., as amended (including English translation)........ Registration Statement on Form F-1, September 20, 1995. 4.1 -- Form of certificate representing Common Shares.... Form 10-K/A, March 31, 2000 *5.1 -- Opinion of Nauta Dutilh........................... 10.1 -- Core Laboratories N.V. 1995 Long-Term Incentive Plan (as amended and restated effective as of May 29, 1997)......................................... Proxy Statement dated May 2, 1997 for Annual Meeting of Shareholders 10.2 -- Core Laboratories N.V. 1995 Nonemployee Director Stock Option Plan (as amended and restated effective as of May 29, 1997)..................... Proxy Statement dated May 2, 1997 for Annual Meeting of Shareholders 10.3 -- Form of Registration Rights Agreement to be entered into by the Company and certain of its shareholders, dated September 15, 1995............ Form 10-Q, November 10, 1995 10.4 -- Purchase and Sale Agreement between Core Holdings B.V. and Western Atlas International, Inc., Western Atlas International Nigeria Ltd., Western Atlas de Venezuela, C.A., Western Atlas Canada Ltd. and Core Laboratories Australia Pty. Ltd. dated as of September 30, 1994.................... Form F-1, September 20, 1995 10.5 -- Form of Indemnification Agreement to be entered into by the Company and certain of its directors and officers...................................... Form F-1, September 20, 1995 10.6 -- Indemnification Agreements, each dated as of October 20, 1995, between the Company and each of its directors and executive officers.............. Form 10-Q, November 10, 1995 10.7 -- Stock Purchase Agreement among Core Laboratories N.V., Saybolt International B.V. and the shareholders of Saybolt International B.V., dated as of April 16, 1997.............................. Form 8-K, May 23, 1997 10.8 -- Amended and Restated Credit Agreement among Core Laboratories N.V., Core Laboratories, Inc., Core Laboratories (U.K.) Limited, Bankers Trust Company, NationsBank, N.A. and the Bank Group, dated as of July 18, 1997......................... Form S-3, November 20, 1997 10.9 -- Agreement and Plan of Merger among Core Laboratories N.V., Owen Oil Tools, Inc., Owen Acquisition, Inc., and each of the shareholders of Owen Oil Tools, Inc. dated as of June 30, 1998..................................... Form 8-K, July 15, 1998
27
INCORPORATED BY EXHIBIT REFERENCE FROM THE NUMBER DESCRIPTION FOLLOWING DOCUMENTS ------- ----------- ------------------- 10.10 -- Core Laboratories Supplemental Executive Retirement Plan effective as of January 1, 1998... Form 10-K, March 31, 1998 10.11 -- Form of Employment Agreement between Core Laboratories N.V. and David Michael Demshur dated as of August 18, 1998................................... Form 10-K, March 31, 1999 10.12 -- Form of Employment Agreement between Core Laboratories N.V. and Richard Lucas Bergmark dated as of August 18, 1998................................... Form 10-K, March 31, 1999 10.13 -- Form of Employment Agreement between Core Laboratories N.V. and Monty Lee Davis dated as of August 18, 1998................................... Form 10-K, March 31, 1999 10.14 -- Form of Employment Agreement between Core Laboratories N.V. and John David Denson dated as of August 18, 1998................................ Form 10-K, March 31, 1999 10.15 -- Acquisition Agreement Among Core Laboratories N.V., Core Laboratories International B.V., Saybolt International B.V., A.G.I. Mexicana S.A. de C.V. and the Stockholders of A.G.I. Mexicana S.A. de C.V. dated as of December 11, 1998........ Form 10-K, March 31, 1999 10.16 -- Agreement and Plan of Merger among Core Laboratories N.V., A.G.I. Acquisition Company, The Andrews Group International, Inc. and Robert Andrews dated as of December 18, 1998............. Form 10-K, March 31, 1999 10.17 -- Core Laboratories Supplemental Executive Retirement Plan for John D. Denson effective January 1, 1999................................... Form 10-Q, August 16, 1999 10.18 -- Core Laboratories Supplemental Executive Retirement Plan for Monty L. Davis effective January 1, 1999................................... Form 10-Q, August 16, 1999 10.19 -- Amendment to Core Laboratories Supplemental Executive Retirement Plan filed January 1, 1998, effective July 29, 1999..................................... Form 10-Q, August 16, 1999 10.20 -- Agreement and Plan of Merger among Core Laboratories N.V., Core Colorado Acquisition, Inc., Coherence Technology Company, Inc. and the Stockholders of Coherence Technology Company, Inc. dated as of June 9, 1999.......................... Form 10-Q, August 16, 1999 10.21 -- Agreement and Plan of Merger among Core Laboratories N.V., Core Acquisition Subsidiary, Inc., Reservoirs, Inc. and the Stockholders of Reservoirs, Inc. dated as of July 26, 1999........ Form 10-Q, August 16, 1999 10.22 -- Amendment to Amended and Restated Credit Agreement among Core Laboratories N.V., Core Laboratories, Inc., Core Laboratories (U.K.) Limited, Bankers Trust Company, Bank of America, N.A. and the Bank Group, dated as of July 22, 1999.................. Form 10-Q, August 16, 1999 10.23 -- Note and Guarantee Agreement by Core Laboratories, Inc. for Guaranteed Senior Notes, Series A, and Guaranteed Senior Notes, Series B, dated as of July 22, 1999..................................... Form 10-Q, August 16, 1999
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INCORPORATED BY EXHIBIT REFERENCE FROM THE NUMBER DESCRIPTION FOLLOWING DOCUMENTS ------- ----------- ------------------- *10.24 -- Form of Indemnification Agreement................. *23.1 -- Consent of Arthur Andersen LLP.................... *23.2 -- Consent of Nauta Dutilh........................... Included in Exhibit 5.1. **24.1 -- Power of Attorney................................. Included in signature page.
- --------------------------- * Filed herewith. ** Previously filed. EX-1.1 2 FORM OF UNDERWRITING AGREEMENT 1 EXHIBIT 1.1 4,786,178 SHARES CORE LABORATORIES N.V. COMMON SHARES UNDERWRITING AGREEMENT May __, 2000 CREDIT SUISSE FIRST BOSTON CORPORATION SALOMON SMITH BARNEY INC. DEUTSCHE BANC ALEX. BROWN CIBC WORLD MARKETS CORP. DAIN RAUSCHER INCORPORATED MORGAN KEEGAN & COMPANY, INC., As Representatives of the Several Underwriters, c/o Credit Suisse First Boston Corporation, Eleven Madison Avenue, New York, NY 10010-3629 Dear Sirs: 1. Introductory. The stockholders listed in Schedule A hereto ("SELLING STOCKHOLDERS") propose severally to sell an aggregate of 4,786,178 outstanding shares ("FIRM SECURITIES") of the common shares, NLG 0.03 par value per share ("COMMON SHARES") of Core Laboratories N.V., a Netherlands Naamloze Vennootschap ("COMPANY"), and the Company also proposes to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 717,927 additional outstanding shares ("OPTIONAL SECURITIES") of the Company's Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES". The Selling Stockholders and First Britannia Mezzanine N.V., a Netherlands Naamloze Vennootschap ("FIRST BRITANNIA MEZZANINE N.V."), hereby agree with the Company and with the several Underwriters named in Schedule B hereto ("UNDERWRITERS") as follows: 2. Representations and Warranties of the Company and the Selling Stockholders. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement on Form S-3 (No. 333-36042) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission ("COMMISSION") and either (A) has been declared effective under the Securities Act of 1933 ("ACT") and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the "INITIAL REGISTRATION STATEMENT") has been declared effective, either (A) an additional registration statement (the "ADDITIONAL REGISTRATION STATEMENT") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) ("RULE 462(B)") under the Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and upon such filing the Offered Securities will all have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement. If the Company does not propose 2 to amend the initial registration statement or if an additional registration statement has been filed and the Company does not propose to amend it, and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of this Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) ("RULE 462(C)") under the Act or, in the case of the additional registration statement, Rule 462(b). For purposes of this Agreement, "EFFECTIVE TIME" with respect to the initial registration statement or, if filed prior to the execution and delivery of this Agreement, the additional registration statement means (A) if the Company has advised the Representatives that it does not propose to amend such registration statement, the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c), or (B) if the Company has advised the Representatives that it proposes to file an amendment or post-effective amendment to such registration statement, the date and time as of which such registration statement, as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. If an additional registration statement has not been filed prior to the execution and delivery of this Agreement but the Company has advised the Representatives that it proposes to file one, "EFFECTIVE TIME" with respect to such additional registration statement means the date and time as of which such registration statement is filed and become effective pursuant to Rule 462(b). "EFFECTIVE DATE" with respect to the initial registration statement or the additional registration statement (if any) means the date of the Effective Time thereof. The initial registration statement, as amended at its Effective Time, including all material incorporated by reference therein, including all information contained in the additional registration statement (if any) and deemed to be a part of the initial registration statement as of the Effective Time of the additional registration statement pursuant to the General Instructions of the Form on which it is filed and including all information (if any) deemed to be a part of the initial registration statement as of its Effective Time pursuant to Rule 430A(b) ("RULE 430A(B)") under the Act, is hereinafter referred to as the "INITIAL REGISTRATION STATEMENT". The additional registration statement, as amended at its Effective Time, including the contents of the initial registration statement incorporated by reference therein and including all information (if any) deemed to be a part of the additional registration statement as of its Effective Time pursuant to Rule 430A(b), is hereinafter referred to as the "ADDITIONAL REGISTRATION STATEMENT". The Initial Registration Statement and the Additional Registration Statement are hereinafter referred to collectively as the "REGISTRATION STATEMENTS" and individually as a "REGISTRATION STATEMENT". The form of prospectus relating to the Offered Securities, as first filed with the Commission pursuant to and in accordance with Rule 424(b) ("RULE 424(B)") under the Act or (if no such filing is required) as included in a Registration Statement, including all material incorporated by reference in such prospectus, is hereinafter referred to as the "PROSPECTUS". No document has been or will be prepared or distributed in reliance on Rule 434 under the Act. (ii) If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement: (A) on the Effective Date of the Initial Registration Statement, the Initial Registration Statement conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission ("RULES AND REGULATIONS") and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (B) on the Effective Date of the Additional Registration Statement (if any), each Registration Statement conformed, or will conform, in all material respects to the requirements of the Act and the Rules and Regulations and did not include, or will not include, any untrue statement of a material fact and did not omit, or will not omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) on the date of this Agreement, the Initial Registration Statement and, if the Effective Time of the Additional Registration Statement is prior to the execution and delivery of this Agreement, the Additional Registration Statement each conforms, and at the time of filing of the Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Date of the Additional Registration Statement in which the Prospectus is included, each Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Act and the Rules and Regulations, and neither of such documents includes, or will include, any untrue statement of a material fact or omits, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading. If the Effective Time of the Initial Registration Statement is subsequent to the execution and delivery of this Agreement: on the Effective Date of the Initial Registration Statement, the Initial 2 3 Registration Statement and the Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations, neither of such documents will include any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and no Additional Registration Statement has been or will be filed. The two preceding sentences do not apply to statements in or omissions from a Registration Statement or the Prospectus based upon written information furnished to the Company by the Selling Stockholders specifically for use therein, or by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only information furnished by the Underwriters is that described as such in Section 7(c) hereof. (iii) The Commission has not issued an order preventing or suspending the use of the Prospectus relating to the Offered Securities nor instituted proceedings for that purpose. (iv) The documents incorporated by reference in the Registration Statement and the Prospectus, at the time filed with the Commission, or to the extent such documents were subsequently amended prior to the date hereof, at the time so amended, conformed in all material respects to the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the Commission thereunder, or the Act and the Rules and Regulations, as applicable. (v) There are no contracts or other documents that are required by the Act or by the Rules and Regulations to be filed as exhibits to the Registration Statement or to documents incorporated by reference into the Registration Statement that have not been so filed. The description in the Prospectus of material contracts and other documents is accurate in all material respects; to the knowledge of the Company, all material contracts described in or filed as exhibits to the Registration Statement are in full force and effect on the date hereof and are enforceable by the Company in accordance with their respective terms; and neither the Company nor any of its subsidiaries, nor, to the Company's knowledge, any other party, is in breach of or default under any such material contracts. (vi) The Company has been duly incorporated and is an existing Naamloze Vennootschap in good standing under the laws of the Netherlands, with corporate power and authority to own its properties and conduct its business as described in the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition (financial or other), business, properties, rights or results of operations of the Company and its subsidiaries taken as a whole ("MATERIAL ADVERSE EFFECT"). (vii) Each Significant Subsidiary of the Company has been duly incorporated and is an existing corporation in good standing under the laws of the jurisdiction of its incorporation, with corporate power and authority to own its properties and conduct its business as described in the Prospectus; and each Significant Subsidiary of the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify would not have a Material Adverse Effect; all of the issued and outstanding capital stock of each Significant Subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock of each Significant Subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects, except to the extent pledged under that certain Amended and Restated Credit Agreement among Core Laboratories N.V., Core Laboratories, Inc., Core Laboratories (U.K.) Limited, Bankers Trust Company, NationsBank, N.A. and the Bank Group dated July 18, 1997, as amended by Amendment to Amended and Restated Credit Agreement effective as of July 23, 1999. Exhibit A hereto is a list of all of the "significant subsidiaries" (as such term is defined in the Rules and Regulations) of the Company and such significant subsidiaries are referred to herein as the "Significant Subsidiaries". (viii) The Firm Securities and all other outstanding shares of capital stock of the Company have been, and the Optional Securities when issued and sold pursuant hereto will be, duly authorized and validly issued, fully paid and nonassessable and conform to the description thereof contained in the Prospectus; and the stockholders of the Company have no preemptive rights with respect to the Offered Securities. 3 4 (ix) There are no outstanding securities of the Company convertible or exchangeable into or evidencing the right to purchase or subscribe for any shares of capital stock of the Company and there are no outstanding or authorized options, warrants or rights of any character obligating the Company to issue any shares of its capital stock (except with respect to outstanding options issued pursuant to the Company's employee and non-employee director stock option plans) or any securities convertible or exchangeable into or evidencing the right to purchase or subscribe for any shares of such stock. In connection with this offering, the Company has not offered and will not offer its Common Shares, or any other securities convertible into or exchangeable or exercisable for Common Shares in a manner in violation of the Act. The Company has not distributed and will not distribute any offering material other than the Prospectus in connection with the offer and sale of the Offered Securities. (x) Except as disclosed in the Prospectus, there are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder's fee or other like payment in connection with the sale of the Offered Securities. (xi) There are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to the Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Act that have not been satisfied or waived prior to the date hereof. (xii) The outstanding Common Shares are listed on The New York Stock Exchange and the Offered Securities have been approved for listing thereon upon official notice of issuance. (xiii) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required to be obtained or made by the Company for the consummation of the transactions contemplated by this Agreement in connection with the sale of the Offered Securities, except such as have been obtained and made under the Act and such as may be required under state securities laws. (xiv) The execution, delivery and performance of this Agreement, and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under: (A) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any subsidiary of the Company or any of their properties, (B) any agreement or instrument to which the Company or any such subsidiary is a party or by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject or (C) the charter or by-laws, deeds of settlement, memorandum of association, articles of association or other organizational documents of the Company or any such subsidiary, except that, with respect of such breaches, violations or defaults of the type specified in clauses (A) and (B) which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (xv) This Agreement has been duly authorized, executed and delivered by the Company. (xvi) Except as disclosed in the Prospectus, the Company and its Significant Subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them; and except as disclosed in the Prospectus, the Company and its Significant Subsidiaries hold any leased real or personal property under valid and enforceable leases with no exceptions that would materially interfere with the use made or to be made thereof by them. 4 5 (xvii) The Company and its Significant Subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them and have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (xviii) The Company and each of its Significant Subsidiaries carry, or are covered by, insurance issued by insurers of recognized financial responsibility against such losses and risks and in such amounts as is customary for companies of comparable size engaged in a similar business; and neither the Company nor any such Significant Subsidiary has any reason to believe that it will not be able to renew its existing coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not result in any Material Adverse Effect or to prevent the consummation of the transactions contemplated hereby. (xix) No labor dispute with the employees of the Company or any Significant Subsidiary exists or, to the knowledge of the Company, is imminent that would be reasonably expected to have a Material Adverse Effect. (xx) The Company and its Significant Subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, "INTELLECTUAL PROPERTY RIGHTS") necessary to conduct the business now operated by them, or presently employed by them, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (xxi) Except as disclosed in the Prospectus, neither the Company nor any of its subsidiaries is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, "ENVIRONMENTAL LAWS"), owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim would individually or in the aggregate have a Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to such a claim. (xxii) Except as disclosed in the Prospectus, there are no pending actions, suits or proceedings against or affecting the Company, any of its subsidiaries or any of their respective properties that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or would materially and adversely affect the ability of the Company to perform its obligations under this Agreement, or which are otherwise material in the context of the sale of the Offered Securities; and no such actions, suits or proceedings are, to the Company's knowledge, threatened. (xxiii) The financial statements included in each Registration Statement and the Prospectus present fairly the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States applied on a consistent basis. (xxiv) Except as disclosed in the Prospectus, since the date of the latest audited financial statements included in the Prospectus, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole, and, except as 5 6 disclosed in or contemplated by the Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. (xxv) The Company and its subsidiaries have filed all federal state, local and foreign tax returns that have been required to be filed and have paid all taxes indicated by said returns and all assessments received by them or any of them to the extent that such taxes have become due and are not being contested in good faith and for which an adequate reserve for accrual has been established in accordance with generally accepted accounting principles and except for such taxes the nonpayment of which would not have a Material Adverse Effect. All tax liabilities have been adequately provided for in the financial statements of the Company, and the Company does not know of any actual or proposed additional material tax assessments. (xxvi) Arthur Andersen LLP, who have certified certain of the financial statements filed with the Commission and incorporated by reference in the Registration Statement, are independent public accountants as required by the Act and the Rules and Regulations. (xxvii) The Company has timely filed all reports required to be filed under the Act and the Rules and Regulations and the Exchange Act and the rules and regulations promulgated thereunder; and all such reports, including any amendments or supplements thereto, comply in all material respects with the provisions, as appropriate, of the Act and the Rules and Regulations or the Exchange Act and the rules and regulations promulgated thereunder. (xxviii) The Company is not and, after giving effect to the offering and sale of the Offered Securities, will not be an "investment company" as defined in the Investment Company Act of 1940. (xxix) To the Company's knowledge, there are no affiliations or associations between any member of the NASD and any of the Company's officers, directors or 5% or greater securityholders. (xxx) Neither the Company nor any of its Significant Subsidiaries nor, to the Company's knowledge, any officer, director or employee purporting to act on behalf of the Company or any of its Significant Subsidiaries has at any time: (1) made any contributions to any candidate for political office, or failed to disclose fully any such contributions, in violation of law; or (2) made any payment to any state, federal or foreign governmental officer or official or other person charged with similar public or quasi-public duties, other than payments required or allowed by applicable law and other than has been previously disclosed in reports filed under the Act or the Exchange Act. (b) Each Selling Stockholder severally represents and warrants to, and agrees with, the several Underwriters, as of the date hereof and as of the First Closing Date, that: (i) Such Selling Stockholder has and on each Closing Date hereinafter mentioned will have valid and unencumbered title to the Offered Securities to be delivered by such Selling Stockholder on such Closing Date and full right, power and authority to enter into this Agreement and the Power of Attorney and Custody Agreement referred to below and to sell, assign, transfer and deliver the Offered Securities to be delivered by such Selling Stockholder on such Closing Date hereunder; and upon the delivery of and payment for the Offered Securities on each Closing Date hereunder the several Underwriters will acquire valid and unencumbered title to the Offered Securities to be delivered by such Selling Stockholder on such Closing Date. (ii) This Agreement and the Power of Attorney and Custody Agreement referred to below have been duly authorized, executed and delivered by or on behalf of such Selling Stockholder and each constitutes a legal, valid and binding agreement of such Selling Stockholder and is enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws relating to or affecting creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a 6 7 proceeding in equity or at law) and except as rights to indemnity and contribution hereunder and thereunder may be limited under applicable law. (iii) If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement: (A) on the Effective Date of the Initial Registration Statement, the Initial Registration Statement conformed in all material respects to the requirements of the Act and the Rules and Regulations and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (B) on the Effective Date of the Additional Registration Statement (if any), each Registration Statement conformed, or will conform, in all material respects to the requirements of the Act and the Rules and Regulations and did not include, or will not include, any untrue statement of a material fact and did not omit, or will not omit, to state any material fact required to be stated therein or necessary to make the statement therein not misleading, and (C) on the date of this Agreement, the Initial Registration Statement and, if the Effective Time of the Additional Registration Statement is prior to the execution and delivery of this Agreement, the Additional Registration Statement each conforms, and at the time of filing of the Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Date of the Additional Registration Statement in which the Prospectus is included, each Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Act and the Rules and Regulations, and neither of such documents includes, or will include, any untrue statement of a material fact or omits, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading. If the Effective Time of the Initial Registration Statement is subsequent to the execution and delivery of this Agreement: on the Effective Date of the Initial Registration Statement, the Initial Registration Statement and the Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations, neither of such documents will include any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The two preceding sentences apply only to statements in or omissions from a Registration Statement or the Prospectus that are based upon written information furnished to the Company by such Selling Stockholder specifically for use therein. (iv) Except as disclosed in the Prospectus, there are no contracts, agreements or understandings between such Selling Stockholder and any person that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder's fee or other like payment in connection with this offering. (v) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action designed to, or that has constituted, or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of the Common Shares of the Company and, other than as permitted by the Act, such Selling Stockholder will not distribute any prospectus or other offering material in connection with the offering of the Offered Securities. 3. Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling Stockholder agrees, severally and not jointly, to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from each Selling Stockholder, at a purchase price of $ per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston Corporation ("CSFBC") in its discretion, in order to avoid fractions) obtained by multiplying the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule A hereto by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule B hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form for the Offered Securities have been placed in custody, for delivery under this Agreement, under Custody Agreements made with various persons acting as custodians ("CUSTODIANS"). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual 7 8 Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for the Offered Securities shall be delivered by the Custodian of the Offered Securities of such Selling Stockholder in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Custodians will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, at the office of Vinson & Elkins L.L.P., 2300 First City Tower, 1001 Fannin Street, Houston, Texas, against payment of the purchase price, subject to Section 5(b)(ii) hereof, in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of each of the Selling Stockholders at the office of Vinson & Elkins L.L.P., at 10:00 A.M., New York time, on May 26, 2000, or at such other time not later than seven full business days thereafter as CSFBC and the Custodians determine, such time being herein referred to as the "FIRST CLOSING DATE". The certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the respective numbers of Optional Securities specified in such notice. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter's name bears to the total number of Firm Securities (subject to adjustment by CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "CLOSING DATE"), shall be determined by CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, at the office of Vinson & Elkins L.L.P., against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company, at the above office. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office at a reasonable time in advance of such Optional Closing Date. 4. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Offered Securities for sale to the public as set forth in the Prospectus. 5. Certain Agreements of the Company and the Selling Stockholders. (a) The Company agrees with the several Underwriters and the Selling Stockholders that: (i) If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement, the Company will file the Prospectus with the Commission pursuant to and in accordance with subparagraph (1) (or, if applicable and if consented to by CSFBC, subparagraph (4)) of Rule 424(b) not later than the earlier of (A) the second business day following the execution and delivery of this Agreement or (B) the fifteenth business day after the Effective Date of the Initial Registration Statement. 8 9 The Company will advise CSFBC promptly of any such filing pursuant to Rule 424(b). If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement and an additional registration statement is necessary to register a portion of the Offered Securities under the Act but the Effective Time thereof has not occurred as of such execution and delivery, the Company will file the additional registration statement or, if filed, will file a post-effective amendment thereto with the Commission pursuant to and in accordance with Rule 462(b) on or prior to 10:00 P.M., New York time, on the date of this Agreement or, if earlier, on or prior to the time the Prospectus is printed and distributed to any Underwriter, or will make such filing at such later date as shall have been consented to by CSFBC. (ii) The Company will advise CSFBC promptly of the receipt of comments from the Commission, the request of the Commission for any amendment or supplement or any other proposal to amend or supplement the initial or any additional registration statement as filed or the related prospectus or the Initial Registration Statement, the Additional Registration Statement (if any) or the Prospectus and will not effect such amendment or supplementation without CSFBC's consent; and the Company will also advise CSFBC promptly of the effectiveness of each Registration Statement (if its Effective Time is subsequent to the execution and delivery of this Agreement) and of any amendment or supplementation of a Registration Statement or the Prospectus and of the institution by the Commission of any stop order proceedings in respect of a Registration Statement and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (iii) If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company will promptly notify CSFBC of such event and will promptly prepare and file with the Commission, at its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither CSFBC's consent to, nor the Underwriters' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6. (iv) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the Effective Date of the Initial Registration Statement (or, if later, the Effective Date of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Act. For the purpose of the preceding sentence, "Availability Date" means the 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Date, except that, if such fourth fiscal quarter is the last quarter of the Company's fiscal year, "Availability Date" means the 90th day after the end of such fourth fiscal quarter. (v) The Company will furnish to the Representatives copies of each Registration Statement (seven of which will be signed and will include all exhibits), each related preliminary prospectus, and, so long as a prospectus relating to the Offered Securities is required to be delivered under the Act in connection with sales by any Underwriter or dealer, the Prospectus and all amendments and supplements to such documents, in each case in such quantities as CSFBC may reasonably request. The Prospectus shall be so furnished on or prior to 3:00 P.M., New York time, on the business day following the later of the execution and delivery of this Agreement or the Effective Time of the Initial Registration Statement. All other such documents shall be so furnished as soon as available. (vi) The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as CSFBC designates and will continue such qualifications in effect so long as required for the distribution, except that in no event shall the Company be obligated in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction where it is not currently so subject. 9 10 (vii) During the period of one year hereafter, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representatives (i) as soon as available, a copy of each report and any definitive proxy statement of the Company filed with the Commission under the Securities Exchange Act of 1934 or mailed to stockholders, and (ii) from time to time, such other information concerning the Company as CSFBC may reasonably request. (viii) For a period of 90 days after the date of the public offering of the Offered Securities, the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any additional Common Shares or securities convertible into or exchangeable or exercisable for any Common Shares, or publicly disclose the intention to make any such offer, sale, pledge or disposition, without the prior written consent of CSFBC, except grants of employee stock options pursuant to the terms of a plan in effect on the date hereof, issuances of Common Shares pursuant to the exercise of such options or the exercise of any other employee stock options outstanding on the date hereof. At or prior to the execution hereof, the Company shall have delivered to the Representatives written agreements of the persons identified on Exhibit B to the effect that for a period of 90 days after the date of the public offering of the Offered Securities the persons will not offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any shares of capital stock of the Company or securities convertible into or exchangeable or exercisable for any shares of capital stock of the Company, or publicly disclose the intention to make any such offer, sale or disposition, or enter into any such transaction, swap, hedge or other arrangement, without the prior written consent of CSFBC. (ix) The Company shall not invest, or otherwise use the proceeds received by the Company from its sale of the Optional Securities in such a manner as would require the Company or any of its subsidiaries to register as an investment company under the 1940 Act. (x) The Company will maintain a transfer agent and, if necessary under the jurisdiction of organization of the Company, a registrar for the Common Shares. (xi) The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Offered Securities. (b) Each Selling Stockholder agrees with the several Underwriters and the Company that: (i) First Britannia Mezzanine N.V. will pay all expenses incident to the performance of the obligations of it and the obligations of the Company (exclusive of indemnity and contribution obligations under Section 7 hereof) under this Agreement (including the fees and expenses of the Company's accountants and counsel), including fees and expenses incurred in connection with the filing of the Registration Statement, printing fees and expenses, filing fees and other expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as CSFBC designates and the printing of memoranda relating thereto, for any transfer taxes on the sale of the Offered Securities by First Britannia Holdings N.V. to the Underwriters and for expenses incurred in distributing preliminary prospectuses and the Prospectus (including any amendments and supplements thereto) to the Underwriters. Each of the Selling Stockholders other than First Britannia Holdings N.V. will pay any transfer taxes on the sale of the Offered Securities by such Selling Stockholder to the Underwriters and the fees and expenses of such Selling Stockholder's counsel. (ii) The Selling Stockholders will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issue tax, including any interest and penalties, on the sale of the Offered Securities and on the execution and delivery of this Agreement. All payments to be made by the Selling Stockholders hereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless the Selling Stockholders are compelled by law to deduct or withhold such taxes, duties or charges. In that event, the Selling Stockholders shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had 10 11 been made. First Britannia Mezzanine N.V. and the Selling Stockholders agree that any expenses or other amounts payable by First Britannia Mezzanine N.V. or a Selling Stockholder to the several Underwriters pursuant to subsection (b)(i) or this (b)(ii) may be withheld by the several Underwriters from the purchase price otherwise payable to First Britannia Holdings N.V. or such other Selling Stockholder, respectively. (iii) Each Selling Stockholder agrees to deliver to CSFBC, attention: Transactions Advisory Group on or prior to the First Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). (iv) Each Selling Stockholder agrees, for a period of 90 days after the date of the public offering of the Offered Securities, not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any additional shares of the capital stock of the Company or securities convertible into or exchangeable or exercisable for any shares of such capital stock, or publicly disclose the intention to make any such offer, sale or disposition, or enter into any such transaction, swap, hedge or other arrangement, without the prior written consent of CSFBC. 6. Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their obligations hereunder and to the following additional conditions precedent: (a) The Representatives shall have received a letter, dated the date of delivery thereof (which, if the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement, shall be on or prior to the date of this Agreement or, if the Effective Time of the Initial Registration Statement is subsequent to the execution and delivery of this Agreement, shall be prior to the filing of the amendment or post-effective amendment to the registration statement to be filed shortly prior to such Effective Time), of Arthur Andersen LLP confirming that they are independent public accountants within the meaning of the Act and the applicable published Rules and Regulations thereunder and stating to the effect that: (i) in their opinion the financial statements examined by them and included or incorporated by reference in the Registration Statements comply as to form in all material respects with the applicable accounting requirements of the Act and the related published Rules and Regulations; (ii) to the extent that any of the following information is included or incorporated by reference in the Registration Statements, on the basis of a reading of the latest available interim financial statements of the Company, inquiries of officials of the Company who have responsibility for financial and accounting matters and other specified procedures, nothing came to their attention that caused them to believe that: (A) the unaudited consolidated net sales, net income and net income per share amounts for the three-month period ended March 31, 2000 included in the Prospectus do not agree with the amounts set forth in the unaudited consolidated financial statements for those same periods or were not determined on a basis substantially consistent with that of the corresponding amounts in the audited statements of income; (B) at the date of the latest available balance sheet read by such accountants, or at a subsequent specified date not more than three business days prior to the date of such letter, there was any change in the capital stock or any increase in short-term indebtedness or long-term debt of the Company and its consolidated subsidiaries or, at the date of the latest available balance sheet read by such accountants, there was any decrease in consolidated net assets, as compared with amounts shown on the latest balance sheet included in the Prospectus; or 11 12 (C) for the period from the closing date of the latest income statement included in the Prospectus to the closing date of the latest available income statement read by such accountants there were any decreases, as compared with the corresponding period of the previous year, in consolidated net sales or net operating income in the total or per share amounts of consolidated net income; except in all cases set forth in clauses (B) and (C) above for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and (iii) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial information contained in the Registration Statements (in each case to the extent that such dollar amounts, percentages and other financial information are derived from the general accounting records of the Company and its subsidiaries subject to the internal controls of the Company's accounting system or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial information to be in agreement with such results, except as otherwise specified in such letter. For purposes of this subsection, (i) if the Effective Time of the Initial Registration Statement is subsequent to the execution and delivery of this Agreement, "REGISTRATION STATEMENTS" shall mean the initial registration statement as proposed to be amended by the amendment or post-effective amendment to be filed shortly prior to its Effective Time, (ii) if the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement but the Effective Time of the Additional Registration Statement is subsequent to such execution and delivery, "REGISTRATION Statements" shall mean the Initial Registration Statement and the additional registration statement as proposed to be filed or as proposed to be amended by the post-effective amendment to be filed shortly prior to its Effective Time, and (iii) "PROSPECTUS" shall mean the prospectus included in the Registration Statements. All financial statements included in material incorporated by reference into the Prospectus shall be deemed included in the Registration Statements for purposes of this subsection. (b) If the Effective Time of the Initial Registration Statement is not prior to the execution and delivery of this Agreement, such Effective Time shall have occurred not later than 10:00 P.M., New York time, on the date of this Agreement or such later date as shall have been consented to by CSFBC. If the Effective Time of the Additional Registration Statement (if any) is not prior to the execution and delivery of this Agreement, such Effective Time shall have occurred not later that 10:00 P.M., New York time, on the date of this Agreement or, if earlier, the time the Prospectus is printed and distributed to any Underwriter, or shall have occurred at such later date as shall have been consented to by CSFBC. If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement, the Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) of this Agreement. Prior to such Closing Date, no stop order suspending the effectiveness of a Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of any Selling Stockholder, the Company or the Representatives, shall be contemplated by the Commission. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company or its subsidiaries which, in the judgment of a majority in interest of the Underwriters including the Representatives, is material and adverse and makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Offered Securities; (ii) any downgrading in the rating of any debt securities of the Company by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by U.S. Federal, New York or Netherlands authorities; or (v) any outbreak or escalation of major hostilities in which the 12 13 United States or other jurisdiction in which the Company has offices is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of a majority in interest of the Underwriters including the Representatives, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Offered Securities. (d) The Representatives shall have received an opinion, dated such Closing Date (and stating that it may be relied upon by Vinson & Elkins L.L.P., counsel to the Company, and Fulbright & Jaworski L.L.P., counsel to the Underwriters), of Nauta Dutilh, special Netherlands counsel to the Company, to the effect that: (i) The Company has been duly incorporated and is an existing Naamloze Vennootschap in good standing under the laws of the Netherlands, with corporate power and authority to own its properties and conduct its business as described in the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; (ii) The Offered Securities delivered on such Closing Date and all other outstanding shares of the Common Stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and conform to the description thereof contained in the Prospectus; and the stockholders of the Company have no preemptive rights with respect to the Offered Securities; (iii) There are no contracts, agreements or understandings known to such counsel between the Company and any person granting such person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to the Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Act that have not been waived or satisfied prior to the date hereof; (iv) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required to be obtained or made by the Company for the consummation of the transactions contemplated by this Agreement in connection with the sale of the Offered Securities, except such as have been obtained and made under the Act and such as may be required under state securities laws; (v) The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under: (A) any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Company or any Significant Subsidiary of the Company or any of their properties, (B) any agreement or instrument to which the Company or any such Significant Subsidiary is a party or by which the Company or any such Significant Subsidiary is bound or to which any of the properties of the Company or any such Significant Subsidiary is subject, or (C) the charter or by-laws, deeds of settlement, memorandum of association, articles of association or other organizational documents of the Company or any such Significant Subsidiary, except that, with respect of such breaches, violations or defaults of the type specified in clauses (A) and (B) which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (vi) This Agreement has been duly authorized, executed and delivered by the Company; (vii) The Optional Securities have been duly and validly authorized by the Company for issuance and the Company has full corporate power and authority to issue, sell and deliver the Optional Securities; and, when the Optional Securities are issued and delivered against payment therefor as provided in this Agreement, the Optional Securities will have been validly issued and will be fully paid and non-assessable, and the issuance of such Optional Securities will not be subject to any statutory preemptive rights or similar statutory rights or, to such counsel's knowledge, any other preemptive or similar rights; 13 14 (viii) The certificates for the Optional Securities are in due and proper form under the laws of The Netherlands and the Articles of Association of the Company and conform with the form of certificates duly authorized by the Board of Supervisory Directors of the Company. The form of certificates for the Optional Securities conforms to the corporate law of the jurisdiction of the Company's organization and, when executed and delivered in definitive form, will be sufficient to convey the interest in the Company purported to be evidenced thereby; and (ix) Except as described in or contemplated by the Prospectus, to the knowledge of such counsel, there are no outstanding securities of the Company convertible or exchangeable into or evidencing the right to purchase or subscribe for any shares of capital stock of the Company and there are no outstanding or authorized options, warrants or rights of any character obligating the Company to issue any shares of its capital stock or any securities convertible or exchangeable into or evidencing the right to purchase or subscribe for any shares of such stock; and except as described in the Prospectus, to the knowledge of such counsel, no holder of any securities of the Company or any other person has the right, contractual or otherwise, that has not been satisfied or effectively waived, to cause the Company to sell or otherwise issue to them, or to permit them to underwrite the sale of, any of the Optional Securities or the right to have any Common Shares or other securities of the Company included in the Registration Statement or the right, as a result of the filing of the Registration Statement, to require registration under the Act of any shares of Common Shares or other securities of the Company. (e) The Representatives shall have received an opinion, dated such Closing Date (and stating that it may be relied upon by Fulbright & Jaworski L.L.P., counsel to the Underwriters), of Vinson & Elkins L.L.P., counsel to the Company, to the effect that: (i) There are no contracts, agreements or understandings known to such counsel between the Company and any person granting such person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to the Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Act that have not been waived or satisfied prior to the date hereof; (ii) The Company is not and, after giving effect to the offering and sale of the Offered Securities, will not be an "investment company" as defined in the Investment Company Act of 1940; (iii) The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under: (A) any statute, any rule, regulation or order of any governmental agency or body of the United States, the State of Texas, the State of New York, or the State of Delaware applicable to the Company or any Significant Subsidiary, any of properties of the Company or any Significant Subsidiary, (B) any material agreement or instrument identified as an exhibit to the Registration Statement or (C) the charter or by-laws, deeds of settlement, memorandum of association, articles of association, or other organizational documents of the Company or any Significant Subsidiary, except that, with respect of such breaches, violations or defaults of the type specified in clauses (A) and (B) which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (iv) The Initial Registration Statement was declared effective under the Act as of the date and time specified in such opinion, the Additional Registration Statement (if any) was filed and became effective under the Act as of the date and time (if determinable) specified in such opinion; 14 15 (v) The Prospectus either was filed with the Commission pursuant to the subparagraph of Rule 424(b) specified in such opinion on the date specified therein or was included in the Initial Registration Statement or the Additional Registration Statement (as the case may be); (vi) To the knowledge of such counsel, no stop order suspending the effectiveness of a Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are pending or threatened under the Act; (vii) To such counsel's knowledge, there are no material legal or governmental proceeding pending or threatened against the Company required to be disclosed in the Registration Statement or the Prospectus which are not described as required; (viii) Such counsel is not aware of any contracts or documents required to be filed as exhibits to or incorporated by reference in the Registration Statement or described in the Registration Statement that are not so filed, incorporated by reference or described as required; it being understood that such counsel need express no opinion as to the financial statements or other financial data contained in the Registration Statements or the Prospectus; and (ix) This Agreement has been duly executed and delivered by the Company. In addition, nothing has come to the attention of such counsel that would cause such counsel to believe that each Registration Statement and the Prospectus, and each amendment or supplement thereto, as of their respective effective or issue dates, did not appear on its face to comply as to form in all material respects with the requirements of the Act and the Rules and Regulations; and such counsel has no reason to believe that any part of a Registration Statement or any amendment thereto, as of its effective date or as of such Closing Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus or any amendment or supplement thereto, as of its issue date or as of such Closing Date, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that no opinion is given as to the accuracy, completeness or fairness of the financial statements and supporting schedules and other financial, accounting or related statistical data included in the Registration Statement or the exhibits thereto). (f) The Representatives shall have received the opinion contemplated in the Power of Attorney executed and delivered by each Selling Stockholder and First Britannia Mezzanine N.V. and an opinion, dated such Closing Date, of the respective counsels of the Selling Stockholders and First Britannia Mezzanine N.V. (as applicable), to the effect that: (i) Each Selling Stockholder had valid and unencumbered title to the Offered Securities delivered by such Selling Stockholder on such Closing Date and had full right, power and authority to sell, assign, transfer and deliver the Offered Securities delivered by the such Selling Stockholder on such Closing Date hereunder; and the several Underwriters have acquired valid and unencumbered title to the Offered Securities purchased by them from the Selling Stockholders on such Closing Date hereunder; (ii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required to be obtained or made by any Selling Stockholder for the consummation of the transactions contemplated by the Custody Agreement and or this Agreement in connection with the sale of the Offered Securities sold by the Selling Stockholders, except such as have been obtained and made under the Act and such as may be required under state securities laws; (iii) The execution, delivery and performance of the Custody Agreement and this Agreement and the consummation of the transactions therein and herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over any Selling 15 16 Stockholder or any of their properties or any agreement or instrument to which any Selling Stockholder is a party or by which any Selling Stockholder is bound or to which any of the properties of any Selling Stockholder is subject, or the charter or by-laws of any Selling Stockholder which is a corporation; (iv) The Power of Attorney and related Custody Agreement with respect to each Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and constitute valid and legally binding obligations of each such Selling Stockholder enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; and (v) This Agreement has been duly authorized, executed and delivered by each Selling Stockholder and by First Britannia Mezzanine N.V. (g) The Representatives shall have received from Fulbright & Jaworski L.L.P., counsel for the Underwriters, such opinion or opinions, dated such Closing Date, with respect to the incorporation of the Company, the validity of the Offered Securities delivered on such Closing Date, the Registration Statements, the Prospectus and other related matters as the Representatives may require, and the Selling Stockholders and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. In rendering such opinion, Fulbright & Jaworski L.L.P. may rely as to the incorporation of the Company and all other matters governed by Netherlands law upon the opinion of Nauta Dutilh referred to above. (h) The Representatives shall have received a certificate, dated such Closing Date, of the President or any Vice President and a principal financial or accounting officer of the Company in which such officers, to the best of their knowledge after reasonable investigation, shall state that: the representations and warranties of the Company in this Agreement are true and correct; the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission; the Additional Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) or Rule 462(b) was filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with Rule 111(a) or (b) under the Act, prior to the time the Prospectus was printed and distributed to any underwriter; and, subsequent to the dates of the most recent financial statements in the Prospectus, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole except as set forth in or contemplated by the Prospectus or as described in such certificate. (i) The Representatives shall have received a letter, dated such Closing Date, of Arthur Andersen LLP which meets the requirements of subsection (a) of this Section, except that the specified date referred to in such subsection will be a date not more than three days prior to such Closing Date for the purposes of this subsection. (j) In the event the over-allotment option is exercised, the Optional Securities shall have been approved for listing on the NYSE. (k) The Lockup Agreements described in Section 5(a)(viii) and (b)(iv) are in full force and effect. The Selling Stockholders, First Britannia Mezzanine N.V. and the Company will furnish the Representatives with such conformed copies of such opinions, certificates, letters and documents as the Representatives reasonably requests. CSFBC may in its sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of an Optional Closing Date or otherwise. 7. Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act 16 17 or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below. (b) Each Selling Stockholder, severally and not jointly, will indemnify and hold harmless each Underwriter, the Company and each other Selling Stockholder, their respective partners, directors and officers and each person, if any, who controls such Underwriter or such other Selling Stockholder within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such person for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Selling Stockholders will be liable in any such case only to the extent that any such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company or the Underwriters by such Selling Stockholder specifically for use therein or arise out of or are based upon any untrue statement or alleged untrue statement made by such Selling Stockholder in Section 2(b) of the Agreement. (c) Each Underwriter will severally and not jointly indemnify and hold harmless the Company, its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Act, each Selling Stockholder and First Britannia Mezzanine N.V. against any losses, claims, damages or liabilities to which the Company, such Selling Stockholder or First Britannia Mezzanine N.V. may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by the Company, each Selling Stockholder and First Britannia Mezzanine N.V. in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the fourth paragraph under the caption "Underwriting". (d) Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under subsection (a), (b) or (c) above, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under subsection (a), (b) or (c) above. In case any such action is brought against any indemnified party and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the 17 18 consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an indemnified party. (e) If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under subsection (a), (b) or (c) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a), (b) or (c) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Stockholders on the one hand and the Underwriters on the other from the offering of the Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Selling Stockholders on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Company and the Selling Stockholders on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Selling Stockholders bear to the total underwriting discounts and commissions received by the Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, the Selling Stockholders or the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (e). Notwithstanding the provisions of this subsection (e), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations in this subsection (e) to contribute are several in proportion to their respective underwriting obligations and not joint. (f) The obligations of the Company and the Selling Stockholders under this Section shall be in addition to any liability which the Company and the Selling Stockholders may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company, to each officer of the Company who has signed a Registration Statement and to each person, if any, who controls the Company within the meaning of the Act. 8. Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on either the First or any Optional Closing Date and the aggregate number of shares of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total number of shares of Offered Securities that the Underwriters are obligated to purchase on such Closing Date, CSFBC may make arrangements satisfactory to the Selling Stockholders for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of shares of 18 19 Offered Securities with respect to which such default or defaults occur exceeds 10% of the total number of shares of Offered Securities that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to CSFBC and the Selling Stockholders for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Stockholders, except as provided in Section 9, (provided that if such default occurs with respect to Optional Securities after the First Closing Date, this Agreement will not terminate as to the Firm Securities or any Optional Securities purchased prior to such termination). As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. 9. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c), the Selling Stockholders will jointly and severally, reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities. 10. Certain Agreements of First Britannia Mezzanine N.V. First Britannia Mezzanine N.V., which is the holder of all of the outstanding capital stock of First Britannia Holdings N.V., is made a party to this Agreement and agrees that it is making all representations and warranties and shall be bound by all covenants and agreements of First Britannia Holdings N.V., specifically including, without limitation: (i) the representations and warranties set forth in Section 2(b) hereof, (ii) the reimbursement expenses set forth in Section 5(b)(i) and (ii) hereof and (iii) indemnification and contribution as provided in Section 7 hereof. 11. Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed to the Representatives, c/o Credit Suisse First Boston Corporation, Eleven Madison Avenue, New York, NY 10010-3629, Attention: Investment Banking Department--Transactions Advisory Group, or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it c/o Core Laboratories, Inc., 5295 Hollister Road, Houston, Texas 77040, Attention: John D. Denson, or, if sent to the Selling Stockholders will be mailed, delivered or telegraphed and confirmed to, each Selling Stockholder at the address set forth on the signature page hereto; provided, however, that any notice to an Underwriter pursuant to Section 7 will be mailed, delivered or telegraphed and confirmed to such Underwriter. 12. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective personal representatives and successors and the officers and directors and controlling persons referred to in Section 7, and no other person will have any right or obligation hereunder. 13. Representation. The Representatives will act for the several Underwriters in connection with the transactions contemplated by this Agreement, and any action under this Agreement taken by the Representatives jointly or by CSFBC will be binding upon all the Underwriters. The person indicated as signatory for each Selling Stockholder on the signature page attached hereto will act for such Selling Stockholder in connection with such transactions, and any action under or in respect of this Agreement taken by such person on behalf of the respective Selling Stockholder will be binding upon such Selling Stockholder. 14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. 19 20 15. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The obligation of the Company or any Selling Stockholder in respect of any sum due to any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by such Underwriter of any sum adjudged to be so due in such other currency, on which (and only to the extent that) such Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to such Underwriter hereunder, the Company and such Selling Stockholder agree, as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter hereunder, such Underwriter agrees to pay to the Company or such Selling Stockholder an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter hereunder. 20 21 If the foregoing is in accordance with the Representatives' understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement among the Selling Stockholders, the Company and the several Underwriters in accordance with its terms. Very truly yours, Address: FIRST BRITANNIA MEZZANINE N.V. De Ruyterkade 62 FIRST BRITANNIA HOLDINGS N.V. Curacao, Netherlands Antilles By ---------------------------------- Jacobus Shouten, Attorney-in-Fact Address: ROBERT P. ANDREWS The Andrews Group International 1800 Augusta, Suite 200 Houston, Texas 77057 By ---------------------------------- Richard L. Bergmark, Attorney-in-Fact Address: GAS RESEARCH INSTITUTE 8600 West Bryn Mawr Avenue Chicago, Illinois 60631-3562 By ---------------------------------- Richard L. Bergmark, Attorney-in-Fact Address: CHRISTOPHER C. PAYTON TomoSeis Corporation 1650 West Sam Houston Parkway North Houston, Texas 77043-3115 By ---------------------------------- Richard L. Bergmark, Attorney-in-Fact Address: TERRY JBEILI TomoSeis Corporation 1650 West Sam Houston Parkway North Houston, Texas 77043-3115 By ---------------------------------- Richard L. Bergmark, Attorney-in-Fact 21 22 Address: ESTATE OF PAUL J. CERNOCK c/o Thomas Osa Harris ESTATE OF ELIZABETH M. CERNOCK 10405 Town and Country Way Suite 211 Houston, Texas 77024 By ---------------------------------- Thomas Osa Harris, Attorney-in-Fact Address: RANDALL S. MILLER Reservoirs, Inc. 1151 Brittmore Road Houston, Texas 77043 By ---------------------------------- Richard L. Bergmark, Attorney-in-Fact Address: JAMES W. RECTOR, III 210 Arlington Avenue Kensington, California 94707 By ---------------------------------- Richard L. Bergmark, Attorney-in-Fact CORE LABORATORIES N.V. By ---------------------------------- Name: Title: The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the several Underwriters. By CREDIT SUISSE FIRST BOSTON CORPORATION By ---------------------------------- Name: Title: By SALOMON SMITH BARNEY INC. By ---------------------------------- Name: Title: 22 23 SCHEDULE A
NUMBER OF NUMBER OF OPTIONAL FIRM SECURITIES SECURITIES SELLING STOCKHOLDER TO BE SOLD TO BE SOLD ------------------- ---------------- ----------- First Britannia Holdings N.V. 4,202,534 -0- Robert Andrews 350,000 -0- Gas Research Institute 44,390 -0- Christopher C. Payton 42,700 -0- Terry Jbeili 42,100 -0- Estate of Paul J. Cernock 36,227 -0- Estate of Elizabeth M. Cernock 36,227 -0- Randall S. Miller 20,000 -0- James W. Rector, III 12,000 -0- ------------ ------ Total............................................ 4,786,178 -0- ============ ======
23 24 SCHEDULE B
NUMBER OF FIRM SECURITIES UNDERWRITER TO BE PURCHASED ----------- --------------- Credit Suisse First Boston Corporation Salomon Smith Barney Inc. Deutsche Banc Alex. Brown CIBC World Markets Corp. Dain Rauscher Incorporated Morgan Keegan & Company, Inc. --------------- Total...................................... 4,786,178 ===============
24 25 EXHIBIT A SIGNIFICANT SUBSIDIARIES Core Laboratories, Inc. Saybolt International B.V. Saybolt, Inc. ProTechnics Company Core Laboratories International B.V. 25 26 EXHIBIT B ADDITIONAL PERSONS TO ENTER INTO LOCKUP AGREEMENTS Stephen D. Weinroth David M. Demshur Richard L. Bergmark Joseph R. Perna John D. Denson Timothy J. Probert Bob G. Agnew James A. Read Monty L. Davis Randall D. Keys Jacobus Schouten Rene R. Joyce D. John Ogren Alexander Vriesendorp 26 EX-5.1 3 OPINION OF NAUTA DUTILH 1 EXHIBIT 5.1 Credit Suisse First Boston Corporation Salomon Smith Barney, Inc. Deutsche Bank Alex Brown CIBC World Markets Corp. Dain Rauscher Incorporated Morgan Keegan & Company, Inc., as representatives of the several underwriters, c/o Credit Suisse First Boston Corporation Eleven Madison Avenue NEW YORK, NY 10010-3629 United States of America Rotterdam, 23 May 2000 Chris Fonteijn, advocaat telephone : +031 10 224 03 71 fax : +031 10 224 00 57 e-mail : fonteic@nautadutilh.nl Dear Sirs, We have acted as Netherlands legal counsel to Core Laboratories N.V., a public company with limited liability incorporated under the laws of the Netherlands ("the Company"), in connection with the registration statement on Form S-3 (Registration No. 333-36042) filed by the Company with the Securi- 2 -2- ties and Exchange Commission ("the Commission") on 1st May 2000 ("the Registration Statement"), as amended by Amendment No. 1 filed on 23 May 2000, in connection with the registration under the Securities Act of 1933, as amended, of 5,504,105 common shares in the capital of the Company ("Common Shares"). For the purpose of rendering this opinion we have examined and relied only on the following documents: (a) a faxed copy of the Registration Statement; (b) a faxed copy of a draft of Amendment No. 1 to the Registration Statement; (c) a faxed copy of the prospectus included in such Registration Statement ("the Prospectus"); and (d) copies of the following documents in relation to the Company: 1. a photocopy of 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 photocopy of 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 public company with limited liability ("naamloze vennootschap"); 3. a photocopy of a notarial deed dated 2 July 1998, providing for the amendment of the articles of association of the Company with a copy of the latest articles of association of the Company; 3 -3- 4. a faxed copy of the resolution of the Board of Supervisory Directors of the Company dated 10 December 1999 authorizing, inter alia, the issue of 627,930 shares for the acquisition of TomoSeis Corporation with a faxed copy of the certificate of the Company's secretary dated 7 January 2000 certifying that the aforementioned copy is a true, accurate and complete copy of the resolutions adopted by the Supervisory Board on 10 December 1999; 5. a faxed copy of the resolution of the Board of Supervisory Directors of the Company dated 6 May 1999 authorizing, inter alia, the issue of up to 300,000 shares for the acquisition of Reservoirs, Inc. with a faxed copy of the certificate of the Company's secretary dated 26 July 1999 certifying that the aforementioned copy is a true, accurate and complete copy of the resolutions adopted by the Supervisory Board on 6 May 1999; 6. a faxed copy of a draft of a resolution of the Board of Supervisory Directors of the Company authorizing, inter alia, the option to issue up to 750,000 additional shares to certain underwriters; the documents referred to in (a) (b) and (c) above are hereinafter referred to as: "the Documents" and the documents referred to in paragraph (d) above as "the Certificates". In rendering this opinion, we have assumed that: (i) the genuineness of all signatures to all Documents and Certificates, the completeness and the conformity to the original documents of all Documents and Certificates submitted to us as faxed copies or photocopies and the authenticity of such original documents; 4 -4- (ii) the accuracy, validity and binding effect of the Documents and the matters certified or evidenced thereby under any applicable law other than Netherlands law; (iii) the resolutions referred to in items 4 and 5 above under c are in full force and effect and are adopted without any change and the resolution referred to in item 6 above under d will be executed, substantially in the form of the draft referred to above; (iv) the statements as mentioned in Article 2:94b Dutch Civil Code with respect to the contribution in kind for the acquisition of TomoSeis Corporation and Reservoirs Inc. as referred to in items 4 and 5 above under d will be issued. This opinion shall be governed by and construed and have effect 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 matters of fact, tax law, anti-trust law or international law, including, without limitation, the law of the European Community. Any liability of our firm, its members and its employees in connection with this opinion shall be limited to the amount which is paid out in the matter concerned under our firms professional liability policies. 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 or sold by the selling shareholders referred to in the Registration Statement, as reflected in the 5 -5- Registration Statement, consisting of a maximum of 5,504,105 common shares, when issued by the Company or sold by the said selling shareholders, as applicable, in the manner and on the terms as referred to in the Registration Statement and the Prospectus, will be duly and validly issued and, subject to payment for such shares issued by the Company, such shares will be fully paid and non-assessable. The opinion expressed above is subject to the following qualification: We have assumed that any foreign law which may apply with respect to the Documents or the transactions contemplated thereby would not be such as to affect the opinion expressed herein. This opinion is addressed to you. It may not be relied upon by any other person or company and without our prior written consent its contents may not be disclosed, save to your legal advisors who may rely upon this opinion as though it were addressed to them. We consent to the inclusive of this opinion as an exhibit to the Registration Statement. We further consent to all references to us in the Registration Statement, the Prospectus and any amendments or supplements thereto. Yours sincerely, NAUTA DUTILH /s/ CHRIS A. FONTEIJN -------------------------------------------- Chris A. Fonteijn, advocaat EX-10.24 4 FORM OF INDEMNIFICATION AGREEMENT 1 EXHIBIT 10.24 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (this "Agreement"), dated as of [__________, 2000], by and between CORE LABORATORIES N.V., a Netherlands public limited liability company (the "Company"), and the persons set forth on the signature page hereto under the heading "INDEMNITEE" (each an "Indemnitee" and collectively, the "Indemnitees"), WITNESSETH: WHEREAS, highly competent persons are becoming more reluctant to serve corporations as directors, officers, agents, fiduciaries or in other capacities unless such persons are provided with adequate protection through insurance and adequate indemnification against inordinate risks of claims and actions against such persons arising out of such persons' service to and activities on behalf of such corporations; WHEREAS, the Company desires that the Indemnitees provide services to the Company and believes that by providing such services Indemnitees will benefit the Company directly; WHEREAS, as a condition precedent to providing such services to the Company the Indemnitees are requiring that the Company enter into this Agreement with the Indemnitees to provide for the indemnification of, and the advancement of certain expenses to, such Indemnitees to cover certain liabilities and expenses that may be incurred by the Indemnitees in connection with each such Indemnitees' service to and activities on behalf of the Company; and WHEREAS, in order to induce the Indemnitees to provide services to the Company, the Company has deemed it to be in its best interest to enter into this Agreement with the Indemnitees; NOW, THEREFORE, in consideration of each such Indemnitee agreement to provide services to the Company, the mutual premises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto stipulate and agree as follows: ARTICLE I DEFINITIONS SECTION 1.01 "Affiliate" shall mean any corporation, general partnership, limited partnership, limited liability company, joint venture, trust, or other enterprise (i) in which the Company owns, either directly or indirectly, fifty percent (50%) or more of the outstanding voting capital stock or other equity interest or (ii) over which the Company, either directly or indirectly, exercises, or has the ability to exercise, control or dominion, including, without limitation, serving as general partner of a partnership and a manager or member, or both, of a limited liability company. 2 SECTION 1.02 "Agreement" shall have the meaning set forth in the Preamble hereto. SECTION 1.03 "Applicable Law" means (a) any United States Federal, state, local or foreign law, statute, rule, regulation, order, writ, injunction, judgment, decree or permit of any Governmental Authority and (b) any rule or listing requirement of any applicable national stock exchange or listing requirement of any national stock exchange or Commission recognized trading market on which securities issued by the Company are listed or quoted. SECTION 1.04 "Board" means the Board of Supervisory Directors of the Company. SECTION 1.05 "Change in Control" shall have occurred if (i) an event occurs, in respect of the Company, that the Company would be required to report in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any successor schedule or form to said Schedule 14A) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement; (ii) any "person" (as such term is used in Section 13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company's then outstanding securities without the prior approval of at least two-thirds of the Directors in office immediately prior to such person attaining such percentage ownership interest; (iii) there occurs a proxy contest the result of which is that the Directors in office immediately prior to any shareholder action relating to such proxy contest constitute less than a majority of the Directors immediately thereafter; (iv) during any period of two consecutive years, other than as a result of an event described in clause (iii) of this definition, individuals who at the beginning of such period constituted the Board (or who were subsequently elected with approval of at least two-thirds of the Directors still in office who were Directors at the beginning of such period) cease for any reason to constitute at least a majority of the Directors; or (v) the stockholders of the Company approve (x) a merger or consolidation of the Company with any other person (other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent, either by remaining outstanding or by being converted into voting securities of the surviving entity, at least 80% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation), (y) a plan of complete liquidation of the Company or (z) an agreement or agreements for the sale or disposition, in a single transaction or a series of related transactions, by the Company of all or substantially all of its property and assets. Notwithstanding the foregoing, events otherwise constituting a Change in Control in accordance with clauses (i), (ii) or (v) above shall not constitute a Change in Control if such events are approved, recommended or supported by two-thirds of the Directors in actions taken prior to, and with respect to, such events. SECTION 1.06 "Commission" shall mean the United States Securities and Exchange Commission. SECTION 1.07 "Company" shall have the meaning set forth in the Preamble hereto. SECTION 1.08 "Director" or "Directors" means a member of the Board. -2- 3 SECTION 1.09 "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. SECTION 1.10 "Indemnitee" or "Indemnitees" shall have the meaning set forth in the Preamble hereto. SECTION 1.11 "Person" means any individual, firm, partnership, corporation, limited liability company, association, joint-stock company, unincorporated organization, joint venture, trust, court, governmental agency or any political subdivision thereof, or any other entity. SECTION 1.12 "Securities Act" shall mean the Securities Act of 1933, as amended and the rules and regulations of the Commission promulgated thereunder. ARTICLE II INDEMNIFICATION To the full extent permitted by law, the Company agrees to indemnify and hold each such Indemnitee harmless: (a) from and against any and all losses, liabilities, including liabilities under the Federal securities laws, claims, damages and expenses whatsoever arising out of (i) any event or occurrence related to the fact that such Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company or an Affiliate of the Company, or both, or is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of another Person or by reason of any action or inaction on the part of such Indemnitee while serving in such capacity and (ii) any untrue statement or alleged untrue statement of a material fact contained in a registration statement filed under the Securities Act, including the information deemed to be part of a registration statement pursuant to Rule 430A(b) under the Securities Act, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus, preliminary or otherwise (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (b) from and against any and all expenses whatsoever (including fees and expenses of counsel selected as provided herein), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any event, occurrence, action or inaction, untrue statement or omission, or any alleged untrue statement or omission, described in clause (a) above to the extent that such expenses are not paid under clause (a) above. -3- 4 ARTICLE III INDEMNIFICATION OF ESTATE If an Indemnitee is entitled to indemnification pursuant to the terms hereof, and such Indemnitee is deceased, the Company shall indemnify such Indemnitee's estate and such Indemnitee's spouse, heirs, administrators, and executors against, and the Company shall, and does hereby agree to, assume any and all expenses (including attorneys' fees), penalties and fines actually incurred by or for such Indemnitee or such Indemnitee's estate in connection with the investigation, defense, settlement or appeal of any such action, suit or proceeding. Further, when requested in writing by the spouse of such Indemnitee or the heirs, executors or administrators of such Indemnitee's estate, or all of them, the Company shall provide appropriate evidence of this Agreement to indemnify such Indemnitee against and to assume such costs, liabilities, and expenses. ARTICLE IV PARTIAL INDEMNIFICATION If the Company or an Affiliate of the Company becomes obligated to indemnify an Indemnitee under any provision of this Agreement for some or a portion of the expenses (including attorneys' fees), judgments, fines, or amounts paid in settlement actually incurred by or for such Indemnitee in the investigation, defense, appeal or settlement of such action, suit, or proceeding but not, however, for all of the total amount thereof, the Company or an Affiliate of the Company shall indemnify such Indemnitee against the portion thereof to which such Indemnitee is entitled. -4- 5 ARTICLE V PAYMENT OF CLAIMS; DETERMINATION OF INDEMNIFICATION RIGHTS SECTION 5.01 DETERMINATION OF RIGHT TO INDEMNIFICATION. Anything contained elsewhere herein to the contrary notwithstanding, a determination as to whether an Indemnitee is entitled, partially or fully, to indemnification hereunder and the reasonableness of any amount sought by such Indemnitee shall be made by the Board pursuant to a vote by a majority of those Directors not a party to such action, suit or proceeding; provided, however, that if such a majority is unobtainable, the Board shall, pursuant to a vote by a majority of the independent Directors (as determined according to the rules and regulations of the New York Stock Exchange regarding independent directors in effect as of the date of such vote) appoint independent legal counsel (which counsel may be the outside counsel regularly employed by the Company), which counsel shall issue a written opinion stating whether such Indemnitee is entitled to indemnification as provided herein. The fees and expenses of counsel in connection with making said determination shall be paid by the Company and, if requested by such counsel, the Company shall give such counsel an appropriate written agreement with respect to the payment of its fees and expenses and such other matters as may be reasonably requested by counsel. The provisions of this Section 5.01 are intended to avoid dispute between the Company and the Indemnitees and to further secure such Indemnitees' rights hereunder and accordingly (i) a determination that an Indemnitee is entitled to indemnification shall be conclusive as against the Company; and (ii) a determination that an Indemnitee is not entitled to indemnification shall in no way limit such Indemnitee's rights to compel performance by the Company hereunder by appropriate legal proceedings pursuant to Section 5.03. SECTION 5.02 CLAIMS FOR INDEMNIFICATION. Indemnitees shall submit any and all claims for indemnification or requests for advances covered by this Agreement to the Company in writing. Such written claim or request shall contain sufficient information to reasonably inform the Company about the nature and extent of the indemnification or advance sought by such Indemnitee. SECTION 5.03 JUDICIAL REVIEW OF INDEMNIFICATION. Notwithstanding the provisions of Section 5.01, an Indemnitee may, either before or within two years after a determination regarding such Indemnitee's right to indemnification has been made pursuant to Section 5.01, petition a court of competent jurisdiction to determine whether such Indemnitee is entitled to indemnification pursuant to the provisions hereof, and such court shall thereupon have the exclusive authority to make such determination unless and until such court dismisses or otherwise terminates such action without having made such determination. Such court shall make an independent determination of whether such Indemnitee is entitled to indemnification pursuant to the terms hereof, and, if so, the extent of such indemnification. If such court shall determine that such Indemnitee is entitled to indemnification hereunder as to any claim, issue, or matter involved in the action, suit or proceeding with respect to which there has been no prior determination pursuant hereto or with respect to which there has been a prior determination pursuant hereto that Indemnitee was not entitled, or was only partially entitled, to indemnification hereunder, the Company shall pay all expenses (including reasonable attorneys' fees) actually incurred by such Indemnitee in connection with such judicial determination, as well as the amount of indemnification specified by such court (to the extent that -5- 6 such indemnification has not already been paid). The Company hereby submits to the non-exclusive jurisdiction of the state and federal courts of Texas and the courts of the Netherlands in any action or proceeding arising out of or relating to this Section 5.03. ARTICLE VI ADDITIONAL INDEMNIFICATION RIGHTS; NON EXCLUSIVITY SECTION 6.01 SCOPE. The Company hereby agrees to indemnify the Indemnitees to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company's Articles of Association or by statute. In the event of any change after the date hereof in any applicable law, statute or rule which expands the right of a Netherlands corporation to indemnify its or any of its Affiliate's directors, officers, agents or fiduciaries, it is the intent of the parties hereto that the Indemnitees shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Netherlands corporation to indemnify its or any of its Affiliate's directors, officers, agents or fiduciaries, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties' rights and obligations hereunder. SECTION 6.02 NON EXCLUSIVITY. The indemnification provided by this Agreement shall be in addition to any rights to which an Indemnitee may be entitled under the Company's Articles of Association, any agreement, any vote of the stockholders or independent Directors of the Company, the Applicable Law of The Netherlands or otherwise. The indemnification provided hereunder shall continue as to each such Indemnitee for any action taken or not taken while serving as a director, officer, employee, agent or fiduciary of the Company or while serving at the request of the Company as a director, officer, employee, agent, or fiduciary of another Person even though such Indemnitee may have ceased to serve in such capacity. SECTION 6.03 MUTUAL ACKNOWLEDGMENT. The Company and the Indemnitees acknowledge that insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, employees, agents and fiduciaries of the Company pursuant to this Agreement, or otherwise, the Company 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. The Indemnitees understand and acknowledge that in the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director or officer in the successful defense of any action, suit or proceeding) is asserted by such director or officer in connection with the capital stock or other equity interest of the Company or an Affiliate of the Company, or both, registered, the Company 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. -6- 7 ARTICLE VII CHANGE IN CONTROL If a Change in Control has not occurred after the date hereof, the determination of the (i) rights of an Indemnitee to indemnification and payment of expenses under this Agreement and (ii) the evaluation of the reasonableness of amounts claimed by such Indemnitee shall be made in accordance with the provisions of Section 5.01 or in such other manner as may be required by applicable law. If a Change in Control has occurred after the date hereof, such determination and evaluation shall be made by a special independent counsel (which may be the outside counsel regularly employed by the Company) selected by such Indemnitee and approved by the Company, which approval shall not be unreasonably withheld. ARTICLE VIII SUBROGATION In the event the Company becomes obligated hereunder to indemnify any such Indemnitee, the Company shall be subrogated to all rights of recovery of such Indemnitee, who shall execute any and all documents, instruments and papers and take any and all actions as may be reasonably requested by the Company to implement such subrogation rights. The foregoing sentence notwithstanding, the Company shall be entitled to subrogation from such Indemnitee only to the extent necessary to recover payments made, if any, by the Company to or on behalf of such Indemnitee. ARTICLE IX LIMITATION OF ACTIONS; RELEASE OF CLAIMS No legal action shall be brought and no cause of action shall be asserted by or on behalf of the Company, or any of its Affiliates, against an Indemnitee, or the spouse, heirs, executors, or administrators of such Indemnitee after the expiration of two years from the date such Indemnitee ceases (for any reason) to serve in any one or more of the capacities covered by this Agreement, and any claim or cause of action of the Company, or any of its Affiliates, shall be extinguished and deemed released unless such claim is asserted in a filing, properly made, with a court of competent jurisdiction within such two year period. ARTICLE X LIMITATION OF INDEMNIFICATION RIGHTS The Company shall not be liable hereunder to make any payment in connection with any claim made against an Indemnitee: -7- 8 (a) for which payment is actually made to such Indemnitee under a valid and collectible insurance policy, such insurance policy was provided by the Company on behalf of such Indemnitee or otherwise, except in respect of any excess of any claim over the amount received pursuant to such insurance policy; (b) for which such Indemnitee has already been indemnified by the Company or any of its Affiliates, otherwise than pursuant to this Agreement; (c) resulting from or arising out of or in connection with the knowingly fraudulent, deliberatively dishonest or willful misconduct of such Indemnitee; and (d) for which indemnification under this Agreement is determined, upon final adjudication by a court of competent jurisdiction, to be unlawful and violative of public policy. ARTICLE XI PARTICIPATION BY THE COMPANY SECTION 11.01 PARTICIPATION. With respect to any such claim, action, suit, proceeding or investigation as to which an Indemnitee notifies the Company of the commencement thereof: (a) the Company will be entitled to participate therein at its own expense; and (b) except as otherwise provided below, to the extent that it may wish, the Company (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof, with counsel satisfactory to such Indemnitee. After receipt of notice from the Company to such Indemnitee of the Company's election so to assume the defense thereof, the Company will not be liable to such Indemnitee under this Agreement for any legal or other expenses subsequently incurred by such Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Such Indemnitee shall have the right to employ his own counsel in such action, suit, proceeding or investigation but the fees and expenses of such counsel incurred after receipt of notice from the Company of its assumption of the defense thereof shall be at the expense of such Indemnitee unless (i) the employment of counsel by such Indemnitee has been authorized by the Company, (ii) such Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and such Indemnitee in the conduct of the defense of such action, or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel employed by such Indemnitee shall be subject to indemnification pursuant to the terms of this Agreement. The Company shall not be entitled to assume the defense of any action, suit, proceeding or investigation brought in the name of or on behalf of the Company or as to which such Indemnitee shall have made the conclusion provided for in (ii) above. SECTION 11.01 SETTLEMENTS WITHOUT CONSENT. The Company shall not be obligated to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or -8- 9 claim where such settlement effected without the Company's written consent, which consent shall not be unreasonably withheld. The Company shall not settle any action or claim in any manner which would impose any significant unindemnified penalty or limitation on an Indemnitee without such Indemnitee's written consent, which consent shall not be unreasonably withheld. ARTICLE XII ADVANCES SECTION 12.01 ADVANCES. In the event of any action, suit or proceeding, whether threatened or pending, to which Indemnitee is, or may become, a party or in which such Indemnitee is involved that may give rise to a right of indemnification hereunder, following written request to the Company by such Indemnitee, the Company shall promptly pay to such Indemnitee amounts to cover expenses reasonably incurred by such Indemnitee in such proceeding in advance of its final disposition. Such payments will be made upon the receipt by the Company of (a) a written undertaking executed by or on behalf of such Indemnitee providing that (i) Indemnitee will repay the advance if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified by the Company as provided herein and (ii) such Indemnitee has complied with the terms and conditions of Section 13.02, and (b) evidence as to the amount of such expenses, provided that such evidence is deemed satisfactory to the Company. SECTION 12.02 REPAYMENT OF ADVANCES OR OTHER EXPENSES. The Indemnitees agree, severally and not jointly, that such Indemnitees shall reimburse the Company for all expenses paid by the Company in defending any civil, criminal, administrative or investigative action, suit or proceeding against such Indemnitees in the event and only to the extent that (i) it shall be determined pursuant to the provisions of this Agreement or by final judgment or other final adjudication under the provisions of any Applicable Law that Indemnitee is not entitled to be indemnified by the Company for such expenses or (ii) an Affiliate has also paid such expenses. ARTICLE XIII OTHER RIGHTS AND REMEDIES SECTION 13.01 NO LIMITATION. Except as provided in Article X, any indemnification or advance payment of expenses made pursuant hereto shall be in addition to any other rights of indemnification to which an Indemnitee may be entitled under this Agreement, any provision of Applicable Law, the Articles of Association of the Company, or any other agreement, or pursuant to a vote of a majority of the independent Directors (as determined according to the rules and regulations of the New York Stock Exchange regarding independent directors in effect as of the date of such vote). -9- 10 SECTION 13.02 OTHER AGREEMENTS. Notwithstanding anything to the contrary contained elsewhere herein, an Indemnitee shall not make, and the Company shall not be obligated to pay, any claim for indemnification or an advancement of expenses hereunder, or both, that is also covered, either partially or fully, by a governing instrument of, or an agreement by, an Affiliate or the Company. An Indemnitee need only give a single notice under Section 5.02 to the Company and need not make claim specifically against an Affiliate, and may look to the Company for the payment of amounts due hereunder, the purpose of this Section 13.02 being to establish the responsibility of the Company and its Affiliates as between themselves. ARTICLE XIV DURATION All agreements and obligations of the Company contained herein shall continue for so long as an Indemnitee is a director, officer, agent or fiduciary of the Company or its Affiliates and shall continue thereafter for so long as such Indemnitee shall be subject to any claim action, suit, proceeding or investigation covered by Article II, whether pending or threatened, and regardless of whether such claim, action, suit proceeding or investigation is of a civil, criminal, administrative or investigative nature. ARTICLE XV NOTICE Promptly after receipt by an Indemnitee of notice of the commencement of any action, suit or proceeding, such Indemnitee shall, if such Indemnitee anticipates or contemplates making a claim for expenses or an advance pursuant to the terms of this Agreement, notify the Company in writing of the commencement of such action, suit or proceeding; provided, however, that any delay in so notifying the Company shall not constitute a waiver or release by such Indemnitee of rights hereunder and that any omission by such Indemnitee to so notify the Company shall relieve the Company of any obligation that it may have to such Indemnitee hereunder. ARTICLE XVI INTENT OF PARTIES The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Company hereby in order to induce the Indemnitees to serve as a director, officer, or other employee of the Company and acknowledges that the Indemnitees are relying upon this Agreement in agreeing to serve in such capacity. -10- 11 ARTICLE XVII EFFECTIVENESS OF AGREEMENT This Agreement is effective for, and shall apply to, any claim that is asserted or threatened on or after the date any such Indemnitee was first employed by the Company or an Affiliate of the Company, as such date is set forth opposite each such Indemnitee's name on Schedule I hereto. ARTICLE XVIII MISCELLANEOUS SECTION 18.01 SEVERABILITY. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable under any Applicable Law, then such contravention or invalidity shall not invalidate the entire Agreement. Such provision shall be deemed to be modified to the extent necessary to render it legal, valid and enforceable, and if no such modification shall render it legal, valid and enforceable, then this Agreement shall be construed as if not containing the provision held to be invalid, and the rights and obligations of the parties shall be construed and enforced accordingly. SECTION 18.02 ENTIRE AGREEMENT. This Agreement, the documents expressly referred to herein including, but not limited to, the documents referred to in Section 6.01, embody the complete agreement and understanding among the parties hereto and supersede and preempt any prior understandings, agreements or representations by or among the parties, written, oral or otherwise, which may have related to the subject matter hereof in any way. SECTION 18.03 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original, but all of which together shall constitute one and the same instrument. SECTION 18.04 HEADINGS. The headings used herein are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof. SECTION 18.05 USE OF CERTAIN TERMS. As used in this Agreement, the words "herein", "hereof", and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular paragraph, subparagraph, section, subsection, or other subdivision. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. SECTION 18.06 MODIFICATION; WAIVER; TERMINATION. No supplement, modification, or amendment, or termination of this Agreement shall be effective unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. -11- 12 SECTION 18.07 NOTICES. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand by certified U.S. mail, with proper postage and with return receipt requested or sent by a reputable overnight delivery service, cable, telegram, or facsimile transmission to the parties at the following addresses or at such other addresses as shall be specified by the parties by like notice: (a) if to an Indemnitee, to the address set forth opposite such Indemnitee's name on Schedule I hereto. (b) if to the Company, to Core Laboratories N.V. c/o Core Laboratories, Inc. 5295 Hollister Road Attention: General Counsel Houston, Texas 77040 Telephone: (713) 460-9600 Facsimile No.: (713) 744-6225 Notice so given shall, in the case of notice so given by mail, be deemed to be given and received on the fourth calendar day after posting, in the case of notice so given by overnight delivery service, on the date of actual delivery and, in the case of notice so given by cable, telegram, facsimile transmission or personal delivery, as the case may be, upon receipt. SECTION 18.08 GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT UNDER, AND SHALL BE CONSTRUED, INTERPRETED AND GOVERNED BY AND ACCORDING TO, THE LAWS OF THE NETHERLANDS, EXCLUDING ANY CONFLICT OF LAWS PRINCIPLE WHICH, IF APPLIED, MIGHT PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF A DIFFERENT JURISDICTION. SECTION 18.09 SURVIVAL; CONTINUATION. The rights of an Indemnitee under this Agreement shall inure to the benefit of such Indemnitee, and the heirs, executors, administrators, personal representatives and assigns, of such Indemnitee and this Agreement shall be binding upon the Company, its successors and assigns. If the Company, in a single transaction or series of related transactions, sells, leases, exchanges, or otherwise disposes of all or substantially all of its property and assets, the Company shall, as a condition precedent to any such transaction, cause effective provision to be made so that the persons or entities acquiring such property and assets shall become bound by and replace the Company under this Agreement. [REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK] -12- 13 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written. CORE LABORATORIES N.V. BY: CORE LABORATORIES INTERNATIONAL B.V., its Sole Managing Director By: --------------------------------- Jacobus Schoutern Managing Director INDEMNITEE By: ------------------------------------- [SIGNATURE PAGE TO INDEMNIFICATION AGREEMENT] 14 SCHEDULE I INDEMNITEES Indemnitees: -2- EX-23.1 5 CONSENT OF ARTHUR ANDERSEN LLP 1 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 March 3, 2000 included in the Core Laboratories N.V. Form 10-K/A for the year ended December 31, 1999 and to all references to our Firm included in this registration statement number 333-36042. ARTHUR ANDERSEN LLP Houston, Texas May 22, 2000 -----END PRIVACY-ENHANCED MESSAGE-----