S-8

As filed with the Securities and Exchange Commission on May 8, 2019

Registration No. 333-        

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

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 incorporation or organization)	(I.R.S. Employer Identification No.)

Strawinskylaan 913

Tower A, Level 9

1077 XX Amsterdam

The Netherlands

(31-20) 420-3191

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

CORE LABORATORIES N.V. 2014 LONG-TERM INCENTIVE PLAN

(Full title of the plan)

Mark F. Elvig

General Counsel

Core Laboratories LP

6316 Windfern Road

Houston, Texas 77040

(713) 328-2673

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐  (Do not check if smaller reporting company)	Smaller Reporting Company	☐
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per unit (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee (3)
Common Shares (EUR 0.02 par value per share)	1,800,000	$59.57	$107,226,000	$12,995.79

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the additional shares of Common Shares as may become issuable pursuant to the adjustment and anti-dilution provisions of the Core Laboratories N.V. 2014 Long-Term Incentive Plan, as amended from time to time (the “Plan”) are also being registered.

(2) Estimated solely for purposes of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act The proposed maximum offering price per share and the proposed maximum aggregate offering price for the 1,800,000 shares being registered hereby is based on a price of $59.57, which is the average of the high and low prices of our Common Shares as reported by the New York Stock Exchange on May 2, 2019.

(3) Pursuant to General Instruction E to Form S-8, a registration fee is only being paid with respect to the registration of an additional 1,800,000 shares of Common Shares under the Plan.

EXPLANATORY NOTE

Core Laboratories N.V. (the “Registrant”), is filing this registration statement on Form S-8 (this “Registration Statement”) pursuant to General Instruction E of Form S-8 to register the offer and sale of an additional 1,800,000 shares of Common Shares that may be issued to employees under our employee equity incentive plan that will continue to come from treasury shares, but could involve the issuance of new shares, if necessary, under the Plan. Except as otherwise set forth below, the contents of the Registrant’s registration statements on Form S-8 relating to the Plan, which were previously filed with the Securities and Exchange Commission (the “Commission”) on November 20, 2001 (File No. 333-73774) and November 20, 1997 (File No. 333-40641), as well as a prior registration statement that is File No. 33-98590, are incorporated by reference into this Registration Statement as permitted by General Instruction E of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit Number	Description
4.1	Articles of Association of the Company, as amended on May  24, 2017 (including English translation) (incorporated by reference to Form 10-K filed on February 12, 2018) (File No. 001-14273).
4.2	Core Laboratories N.V. 2014 Long-Term Incentive Plan (as amended and restated effective as of May  12, 2014) (incorporated by reference to the Company’s Proxy Statement dated March 19, 2014 for Annual Meeting of Shareholders (File No. 001-14273), as supplemented and modified by the Supplement to Proxy Statement filed on April  25, 2014).
5.1*	Opinion of NautaDutilh N.V. as to the legality of the securities being registered.
23.1*	Consent of KPMG LLP.
23.2*	Consent of NautaDutilh N.V. (included in Exhibit 5.1).
24.1*	Power of Attorney (included on the signature page hereof).

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Amsterdam, the Netherlands, on May 7, 2019.

CORE LABORATORIES N.V., by its sole managing director,

CORE LABORATORIES INTERNATIONAL B.V.

By:	/s/ Jacobus Schouten
Name:	Jacobus Schouten
Title:	Managing Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark F. Elvig as his or her true and lawful attorney-in-fact and agent, with full power of substitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully and to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

[signatures on next page]

Pursuant to the requirements of the Securities Act, this Registration Statement and the above Power of Attorney have been signed below by the following persons in the capacities indicated on May 7, 2019.

Name	Position
/s/ David M. Demshur David M. Demshur	Chief Executive Officer and Chairman (Principal Executive Officer)
/s/ Christopher S. Hill Christopher S. Hill	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Kevin G. Daniels Kevin G. Daniels	Chief Accounting Officer (Principal Accounting Officer)
/s/ Martha Carnes Martha Carnes	Director
/s/ Michael Straughen Michael Straughen	Director
/s/ Charles L. Dunlap Charles L. Dunlap	Director
/s/ Jan Willem Sodderland Jan Willem Sodderland	Director
/s/ Lawrence Bruno Lawrence Bruno	Director
/s/ Margaret Ann van Kempen Margaret Ann van Kempen	Director
/s/ Lucia van Geuns Lucia van Geuns	Director

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Pursuant to the Securities Act, the undersigned, a duly authorized representative of the Company in the United States, has signed the Registration Statement in the City of Houston, State of Texas on the 7th day of May 2019.

By:	/s/ Mark F. Elvig
Name:	Mark F. Elvig
Title:	General Counsel, Senior Vice President and Secretary

EX-5.1

Exhibit 5.1

ATTORNEYS  ●  CIVIL LAW NOTARIES  ●  TAX ADVISERS
P.O. Box 7113 1007 JC Amsterdam Beethovenstraat 400 1082 PR Amsterdam T +31 20 71 71 000 F +31 20 71 71 111	Amsterdam, 8 May 2019.         To the Company

Ladies and Gentlemen,

We have acted as legal counsel as to Netherlands law to the Company in connection with the Registration Statement and the filing thereof with the SEC. This opinion letter is rendered to you in order to be filed with the SEC as an exhibit to the Registration Statement.

Capitalised terms used in this opinion letter have the meanings set forth in Exhibit A to this opinion letter. The section headings used in this opinion letter are for convenience of reference only and are not to affect its construction or to be taken into consideration in its interpretation.

This opinion letter is addressed solely to you. This opinion letter is strictly limited to the matters stated in it and may not be read as extending by implication to any matters not specifically referred to in it. Nothing in this opinion letter should be taken as expressing an opinion in respect of any representations or warranties, or other information, contained in any document.

In rendering the opinions expressed in this opinion letter, we have exclusively reviewed and relied upon a draft of the Registration Statement and pdf copies of the Corporate Documents and the Plan and we have assumed that any grant of Awards and any issuance of Plan Shares shall be effected for bona fide commercial reasons. We have not investigated or verified any factual matter disclosed to us in the course of our review.

This opinion letter sets out our opinion on certain matters of the laws with general applicability of the Netherlands, and, insofar as they are directly applicable in the Netherlands, of the European Union, as at today’s date and as presently interpreted under published authoritative case law of the Netherlands courts, the General Court and the Court of Justice of the European Union. We do not express any opinion on Netherlands or European competition law, tax law or regulatory law. No undertaking is assumed on our part to revise, update or amend this opinion letter in connection with or to notify or inform you of, any developments and/or changes of Netherlands law subsequent to today’s date. We do not purport to opine on the consequences of amendments to the Registration Statement, the Plan or the Corporate Documents subsequent to the date of this opinion letter.

Amsterdam   Brussels   London   Luxemburg   New York   Rotterdam This communication is confidential and may be subject to professional privilege. All legal relationships are subject to NautaDutilh N.V.’s general terms and conditions (see https://www.nautadutilh.com/terms), which apply mutatis mutandis to our relationship with third parties relying on statements of NautaDutilh N.V., include a limitation of liability clause, have been filed with the Rotterdam District Court and will be provided free of charge upon request. NautaDutilh N.V.; corporate seat Rotterdam; trade register no. 24338323.

                    

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The opinions expressed in this opinion letter are to be construed and interpreted in accordance with Netherlands law. The competent courts at Amsterdam, the Netherlands, have exclusive jurisdiction to settle any issues of interpretation or liability arising out of or in connection with this opinion letter. Any legal relationship arising out of or in connection with this opinion letter (whether contractual or non-contractual), including the above submission to jurisdiction, is governed by Netherlands law and shall be subject to the general terms and conditions of NautaDutilh. No person other than NautaDutilh may be held liable in connection with this opinion letter.

In this opinion letter, legal concepts are expressed in English terms. The Netherlands legal concepts concerned may not be identical in meaning to the concepts described by the English terms as they exist under the law of other jurisdictions. In the event of a conflict or inconsistency, the relevant expression shall be deemed to refer only to the Netherlands legal concepts described by the English terms.

For the purposes of this opinion letter, we have assumed that:

a.   drafts of documents reviewed by us will be signed in the form of those drafts, each copy of a document conforms to the original, each original is authentic, and each signature is the genuine signature of the individual purported to have placed that signature;

b.  the Deed of Incorporation and the Deed of Conversion are valid notarial deeds and the Deed of Incorporation has been executed on the basis of a valid declaration of no objection (verklaring van geen bezwaar);

c.   at each Relevant Moment, the Current Articles are the Articles of Association in force and effect;

d.  at each Relevant Moment, the Plan is in force and effect;

e.   at each Relevant Moment, the Company will not (i) have been dissolved (ontbonden), (ii) have ceased to exist pursuant to a merger (fusie) or a division (splitsing), (iii) have been converted (omgezet) into another legal form, either national or foreign, (iv) have had its assets placed under administration (onder bewind gesteld), (v) have been declared bankrupt (failliet verklaard), (vi) have been granted a suspension of payments (surseance van betaling verleend), or (vii) have been made subject to similar proceedings in any jurisdiction or otherwise been limited in its power to dispose of its assets;

                    

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f.   at each Relevant Moment, (i) the relevant Award(s) shall have been validly granted by the corporate body authorized to do so and shall have been validly exercised in accordance with the terms and conditions applicable to such Awards and (ii) any pre-emption rights in respect of such Award(s) shall have been validly excluded by the corporate body authorized to do so;

g.  at each Relevant Moment, each holder of the relevant Award(s) shall be an individual who has not (i) deceased, (ii) had his/her assets placed under administration (onder bewind gesteld), (iii) been declared bankrupt (failliet verklaard), (iv) been granted a suspension of payments (surseance van betaling verleend), or (v) been made subject to similar proceedings in any jurisdiction or otherwise been limited in the power to dispose of his/her assets;

h.  at each Relevant Moment, the authorised share capital (maatschappelijk kapitaal) of the Company shall allow for the grant of Awards and the issuance of Plan Shares pursuant to the exercise thereof; and

i.   the offering of the Plan Shares, to the extent made in the Netherlands, has been, is and will be made in conformity with the DFSA and the rules promulgated thereunder.

Based upon and subject to the foregoing and subject to the qualifications set forth in this opinion letter and to any matters, documents or events not disclosed to us, we express the following opinions:

Corporate Status

1.  The Company has been duly incorporated as a besloten vennootschap met beperkte aansprakelijkheid and is validly existing as a naamloze vennootschap.

Plan Shares

2.  Subject to receipt by the Company of payment of at least the nominal value of the Plan Shares in accordance with the Plan, and when issued and accepted in accordance with the Plan, the Plan Shares will be validly issued, fully paid and non-assessable.

                    

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The opinions expressed above are subject to the following qualifications:

A. Opinion 1 must not be read to imply that the Company cannot be dissolved (ontbonden). A company such as the Company may be dissolved, inter alia by the competent court at the request of the company’s board of directors, any interested party (belanghebbende) or the public prosecution office in certain circumstances, such as when there are certain defects in the incorporation of the company. Any such dissolution will not have retro-active effect.

B. Pursuant to Section 2:7 NCC, any transaction entered into by a legal entity may be nullified by the legal entity itself or its liquidator in bankruptcy proceedings (curator) if the objects of that entity were transgressed by the transaction and the other party to the transaction knew or should have known this without independent investigation (wist of zonder eigen onderzoek moest weten). The Netherlands Supreme Court (Hoge Raad der Nederlanden) has ruled that in determining whether the objects of a legal entity are transgressed, not only the description of the objects in that legal entity’s articles of association (statuten) is decisive, but all (relevant) circumstances must be taken into account, in particular whether the interests of the legal entity were served by the transaction. Based on the objects clauses contained in the Current Articles, we have no reason to believe that, by issuing Plan Shares, the Company will transgress the description of the objects contained in the Current Articles. However, we cannot assess whether there are other relevant circumstances that must be taken into account, in particular whether the interests of the Company are served by issuing Plan Shares since this is a matter of fact.

C. Pursuant to Section 2:98c NCC, a naamloze vennootschap may grant loans (leningen verstrekken) only in accordance with the restrictions set out in Section 2:98c NCC, and may not provide security (zekerheid stellen), give a price guarantee (koersgarantie geven) or otherwise bind itself, whether jointly and severally or otherwise with or for third parties (zich op andere wijze sterk maken of zich hoofdelijk of anderszins naast of voor anderen verbinden) with a view to (met het oog op) the subscription or acquisition by third parties of shares in its share capital or depository receipts. This prohibition also applies to its subsidiaries (dochtervennootschappen). It is generally assumed that a transaction entered into in violation of Section 2:98c NCC is null and void (nietig). Based on the Plan, we have no reason to believe that the Company or its subsidiaries will violate Section 2:98c NCC in connection with the issue of Plan Shares. However, we cannot confirm this definitively, since the determination of whether a company (or a subsidiary) has provided

                    

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security, has given a price guarantee or has otherwise bound itself, with a view to the subscription or acquisition by third parties of shares in its share capital or depository receipts, as described above, is a matter of fact.

D. The opinions expressed in this opinion letter may be limited or affected by:

a.   any applicable bankruptcy, insolvency, reorganisation, moratorium or other similar laws or procedures now or hereafter in effect, relating to or affecting the enforcement or protection of creditors’ rights generally;

b.  the provisions of fraudulent preference and fraudulent conveyance (Actio Pauliana) and similar rights available in other jurisdictions to liquidators in bankruptcy proceedings or creditors;

c.   claims based on tort (onrechtmatige daad);

d.  sanctions and measures, including but not limited to those concerning export control, pursuant to European Union regulations, under the Sanctions Act 1977 (Sanctiewet 1977) or other legislation;

e.   the Anti-Boycott Regulation and related legislation; and

f.   the rules of force majeure (niet toerekenbare tekortkoming), reasonableness and fairness (redelijkheid en billijkheid), suspension (opschorting), dissolution (ontbinding), unforeseen circumstances (onvoorziene omstandigheden) and vitiated consent (i.e., duress (bedreiging), fraud (bedrog), abuse of circumstances (misbruik van omstandigheden) and error (dwaling)) or a difference of intention (wil) and declaration (verklaring).

E.  The term “non-assessable” has no equivalent in the Dutch language and for purposes of this opinion letter such term should be interpreted to mean that a holder of a share will not by reason of merely being such a holder be subject to assessment or calls by the Company or its creditors for further payment on such share.

F.  This opinion letter does not purport to express any opinion or view on the operational rules and procedures of any clearing or settlement system or agency.

                    

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We consent to the filing of this opinion letter as an exhibit to the Registration Statement.

Sincerely yours,

/s/ NautaDutilh N.V.

NautaDutilh N.V.

                    

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EXHIBIT A LIST OF DEFINITIONS
“Anti-Boycott Regulation”	The Council Regulation (EC) No 2271/96 of 22 November 1996 on protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom.
“Articles of Association”	The Company’s articles of association (statuten) as they read from time to time.
“Awards”	Right to subscribe for Common Shares pursuant to the terms and conditions of the Plan.
“Commercial Register”	The Netherlands Commercial Register (handelsregister).
“Common Shares”	Common shares in the Company’s capital, with a nominal value of EUR 0.02 each.
“Company”	Core Laboratories N.V., a public company with limited liability (naamloze vennootschap), registered with the Commercial Register under number 33261158.
“Corporate Documents”	The Deed of Incorporation, the Deed of Conversion, the Deed of Amendment and the Current Articles.
“Current Articles”	The Articles of Association as they read immediately after the execution of the Deed of Amendment.
“Deed of Amendment”	The deed of amendment to the Articles of Association, dated May 24, 2017.
“Deed of Conversion”	The deed of conversion and amendment to the Articles of Association, dated August 31, 1995.
“Deed of Incorporation”	The Company’s deed of incorporation (akte van oprichting), dated August 8, 1994.

                    

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“DFSA”	Dutch Financial Markets Supervision Act (Wet op het financieel toezicht).
“NautaDutilh”	NautaDutilh N.V.
“NCC”	The Netherlands Civil Code (Burgerlijk Wetboek).
“the Netherlands”	The European territory of the Kingdom of the Netherlands.
“Plan”	The Company’s employee long-term incentive plan, the most recent version of which is the 2014 Long-Term Incentive Plan.
“Plan Shares”	The Common Shares available for issuance under the Plan pursuant to the exercise of Awards, according to the Registration Statement.
“Registration Statement”	The Company’s registration statement on Form S-8 filed or to be filed with the SEC on or about the date of this opinion letter.
“Relevant Moment”	Each time when Awards are issued or Plan Shares are issued pursuant to the exercise of the relevant Award(s).
“SEC”	The United States Securities and Exchange Commission.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Core Laboratories N.V.:

We consent to the incorporation by reference in the registration statement on Form S-8 of Core Laboratories N.V. of our reports dated February 11, 2019, with respect to the consolidated balance sheets of Core Laboratories N.V. as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2018, and the related notes and financial statement schedule II (collectively, the “consolidated financial statements”), and the effectiveness of internal control over financial reporting as of December 31, 2018, which reports appear in the December 31, 2018 annual report on Form 10-K of Core Laboratories N.V.

/s/ KPMG LLP

Houston, Texas

May 8, 2019