As filed with the Securities and Exchange Commission on May 1, 2023
Registration No. 33-98588
Registration No. 33-98590
Registration No. 33-80473
Registration No. 333-40639
Registration No. 333-40641
Registration No. 333-43859
Registration No. 333-73772
Registration No. 333-73774
Registration No. 333-231277
Registration No. 333-248137
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Post-Effective Amendment No. 1 to
Form S-8 Registration Statement No. 33-98588
Form S-8 Registration Statement No. 33-98590
Form S-8 Registration Statement No. 33-80473
Form S-8 Registration Statement No. 333-40639
Form S-8 Registration Statement No. 333-40641
Form S-8 Registration Statement No. 333-43859
Form S-8 Registration Statement No. 333-73772
Form S-8 Registration Statement No. 333-73774
Form S-8 Registration Statement No. 333-231277
Form S-8 Registration Statement No. 333-248137
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Core Laboratories Inc.
(Exact name of registrant as specified in its charter)
Delaware | 98-1164194 | |
(State or other jurisdiction of incorporation) |
(I.R.S. Employer Identification No.) |
6316 Windfern Road,
Houston, Texas 77040
(713) 328-2673
(Address of Principal Executive Offices)
2014 Non-Employee Director Stock Incentive Plan
Core Laboratories N.V. 2020 Long Term Incentive Plan
(as Amended and Restated Effective as of May 20, 2020)
Core Laboratories, Inc. Profit Sharing and Retirement Plan
(Full titles of the plans)
Mark D. Tattoli
Senior Vice President, Secretary and General Counsel
Core Laboratories LP
6316 Windfern Road
Houston, Texas 77040
(713) 328-2673
(Name and address 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 Exchange Act.:
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | 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 7(a)(2)(B) of the Securities Act.
EXPLANATORY NOTE
This Post-Effective Amendment (this Amendment or this Registration Statement) is being filed pursuant to Rule 414(d) under the Securities Act of 1933, as amended (the Securities Act), by Core Laboratories Inc., a Delaware corporation (Core Lab Delaware or the registrant), as successor issuer to Core Laboratories N.V. (Core Lab N.V.), a corporation which was, prior to the Reorganization (as defined below), organized under Dutch law. On May 1, 2023, Core Lab Delaware completed reorganization transactions (the Reorganization), which included: (a) the downstream cross-border merger of Core Lab N.V. with and into Core Laboratories Luxembourg S.A., a public limited liability company incorporated under the laws of Luxembourg (Core Lab Luxembourg), with Core Lab Luxembourg surviving, and (b) Core Lab Luxembourg migrating out of Luxembourg and domesticating as Core Lab Delaware (the U.S. Redomestication).
As a result of the Reorganization, former holders of Core Lab N.V. common shares hold one share of common stock, par value $0.01 per share, of Core Lab Delaware, a Delaware corporation (the Common Stock), for each Core Lab N.V. common share owned immediately prior to the Reorganization, but the business, assets, liabilities, directors and officers of Core Lab Delaware continue to be the same as the business, assets, liabilities, directors and officers of Core Lab N.V. immediately prior to the Reorganization.
In connection with the completion of the Reorganization, Core Lab N.V. assigned to Core Lab Delaware, and Core Lab Delaware assumed, all of Core Lab N.V.s rights and obligations under (i) the 2014 Non-Employee Director Stock Incentive Plan (which was previously titled the 1995 Nonemployee Director Stock Option Plan), (ii) the 2020 Long Term Incentive Plan (which was previously titled the 1995 Long Term Incentive Plan and then the 2014 Long Term Incentive Plan), and (iii) the Core Laboratories, Inc. Profit Sharing and Retirement Plan (as amended, collectively, the Core Lab N.V. Incentive Plans) and all awards and grants thereunder as a successor to Core Lab N.V. thereunder, and each outstanding Core Lab N.V. incentive award thereunder was exchanged for a Core Lab Delaware incentive award that is subject to substantially the same terms and conditions as the exchanged Core Lab N.V. incentive award, except, in the case of equity-based Core Lab N.V. incentive awards, the security issuable upon exercise or settlement of the Core Lab Delaware incentive award, as applicable, will be a share of Core Lab Delaware Common Stock (or its cash equivalent) rather than a Core Lab N.V. common share (or its cash equivalent).
This Post-Effective Amendment pertains to the adoption by Core Lab Delaware of the following registration statements on Form S-8 previously filed with the Securities and Exchange Commission (the SEC) (collectively, the Registration Statements) by Core Lab N.V.: (i) Registration No. 33-98588, (ii) Registration No. 33-98590, (iii) Registration No. 33-80473, (iv) Registration No. 333-40639, (v) Registration No. 333-40641, (vi) Registration No. 333-43859, (vii) Registration No. 333-73772, (viii) Registration No. 333-73774, (ix) Registration No. 333-231277, and (x) Registration No. 333-248137. Core Lab Delaware hereby expressly adopts each Registration Statement as its own registration statement for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended (the Exchange Act). This Post-Effective Amendment constitutes Post-Effective Amendment No. 1 to each of the Registration Statements.
Unless the context otherwise requires or otherwise expressly stated, all references herein to registrant, we, us and our (i) for periods until the completion of the Reorganization, refer to Core Lab N.V. and its consolidated subsidiaries and (ii) for periods after the completion of the Reorganization, refer to Core Lab Delaware Inc. and its consolidated subsidiaries.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference. |
The following documents, previously filed by the registrant with the SEC, are incorporated by reference herein and shall be deemed to be a part hereof, except to the extent that information therein is deemed furnished and not filed pursuant to securities laws and regulations:
a) | The registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 10, 2023; |
b) | The registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 filed with the SEC on April 27, 2023; |
c) | The registrants Current Reports on Form 8-K filed with the SEC on January 17, 2023, April 4, 2023 (excluding Items 2.02 and 7.01, or corresponding information furnished under Item 9.01 or included as an exhibit); and |
d) | The registrants description of Common Stock, incorporated by reference to the Description of Core Lab Delaware Capital Stock contained in the registrants Amendment No. 2 to the Registration Statement on Form S-4, filed with the SEC on February 27, 2023. |
In addition, all documents subsequently filed by the registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, excluding any information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K and corresponding information furnished under Item 9.01 or included as an exhibit, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. | Description of Securities. |
Not applicable.
Item 5. | Interests of Named Experts and Counsel. |
Not applicable.
Item 6. | Indemnification of Directors and Officers. |
The Core Lab Delaware Certificate of Incorporation limits the liability of its directors and certain of its officers for monetary damages for breach of their fiduciary duty as directors, except for liability that cannot be eliminated under the General Corporation Law of the State of Delaware (the DGCL). Delaware law provides that directors of a company will not be personally liable for monetary damages for breach of their fiduciary duty as directors, except for liabilities:
| for any breach of their duty of loyalty to Core Lab Delaware or its stockholders; |
| for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; |
| for unlawful payment of dividend or unlawful stock repurchase or redemption, as provided under Section 174 of the DGCL; or |
| for any transaction from which the director derived an improper personal benefit. |
Any amendment, repeal or modification of these provisions will be prospective only and would not affect any limitation on liability of a director for acts or omissions that occurred prior to any such amendment, repeal or modification.
Core Lab Delawares Certificate of Incorporation also provides that it will indemnify its directors and officers to the fullest extent permitted by Delaware law. Core Lab Delawares bylaws also permit Core Lab Delaware to purchase insurance on behalf of any officer, director, employee or other agent for any liability arising out of that persons actions as an officer, director, employee or agent of Core Lab Delaware, regardless of whether Delaware law would permit indemnification.
*****
Insofar as indemnification for liabilities arising under the Securities Act, may be permitted to directors, officers or persons controlling Core Lab Delaware pursuant to the foregoing provisions, Core Lab Delaware has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Reference is made to Item 9 for the undertakings of the registrant with respect to indemnification for liabilities arising under the Securities Act.
Item 7. | Exemption from Registration Claimed. |
Not applicable.
Item 8. | Exhibits. |
The following exhibits are filed as part of this Amendment:
5.8 |
Opinion of Nauta Dutilh N.V. (incorporated by reference from Exhibit 5.1 to Core Lab N.V.s Form S-8 Registration Statement filed with the SEC on November 20, 1997). | |
5.9 |
Opinion of Nauta Dutilh N.V. (incorporated by reference from Exhibit 5.1 to Core Lab N.V.s Form S-8 Registration Statement filed with the SEC on December 15, 1995).(P) | |
5.10 |
Opinion of Nauta Dutilh N.V. (incorporated by reference from Exhibit 5.1 to Core Lab N.V.s Form S-8 Registration Statement filed with the SEC on October 25, 1995).(P) | |
5.11 |
Opinion of Nauta Dutilh N.V. (incorporated by reference from Exhibit 5.1 to Core Lab N.V.s Form S-8 Registration Statement filed with the SEC on October 25, 1995).(P) | |
23.1* |
Consent of KPMG LLP | |
23.2* |
Consent of Vinson & Elkins LLP (included in Exhibit 5.1) | |
24.1* |
Powers of Attorney (included on the signature page herein) |
* | Filed herein |
Item 9. | Undertakings. |
(a) | The undersigned registrant hereby undertakes: |
1. | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in this Registration Statement. |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; |
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Exchange Act, as amended, that are incorporated by reference in this Registration Statement.
2. | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
3. | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrants annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
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 Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in Houston, Texas, on May 1, 2023.
CORE LABORATORIES INC. | ||||
By: | /s/ Christopher S. Hill | |||
Name: | Christopher S. Hill | |||
Title: | Senior Vice President and Chief Financial Officer |
SIGNATURES WITH RESPECT TO CORE LABORATORIES INC.
and
Each person whose signature appears below hereby constitutes and appoints Mark D. Tattoli the true and lawful attorney-in-fact and agent of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments, including any post-effective amendments, and supplements to the Registration Statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, and hereby grants to such 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, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statements has been signed by the following persons in the capacities and on the dates indicated.
Signature | Capacity | Date | ||
/s/ Lawrence Bruno Lawrence Bruno |
Chief Executive Officer, Chairman, President and Supervisory Director | May 1, 2023 | ||
/s/ Christopher S. Hill Christopher S. Hill |
Senior Vice President and Chief Financial Officer | May 1, 2023 | ||
/s/ Kevin G. Daniels Kevin G. Daniels |
Vice President, Treasurer and Chief Accounting Officer | May 1, 2023 | ||
/s/ Martha Z. Carnes Martha Z. Carnes |
Director | May 1, 2023 | ||
/s/ Monique van Dijken Eeuwijk Monique van Dijken Eeuwijk |
Director | May 1, 2023 | ||
/s/ Harvey Klingensmith Harvey Klingensmith |
Director | May 1, 2023 | ||
/s/ Michael Straughen Michael Straughen |
Director | May 1, 2023 | ||
/s/ Kwaku Temeng Kwaku Temeng |
Director | May 1, 2023 | ||
/s/ Katherine A. Murray |
Director | May 1, 2023 | ||
Katherine A. Murray |
Exhibit 5.1
May 1, 2023
Core Laboratories Inc.
6316 Windfern Road,
Houston, Texas 77040
Ladies and Gentlemen:
We have acted as counsel for Core Laboratories Inc., a Delaware corporation (the Company), as successor to Core Laboratories N.V. (Core Lab N.V.) in connection with the Post-Effective Amendment No. 1 to the following registration statements on Form S-8 previously files with the Securities and Exchange Commission by Core Lab N.V. (collectively, the Registration Statements): (i) Registration No. 33-98588, (ii) Registration No. 33-98590, (iii) Registration No. 33-80473, (iv) Registration No. 333-40639, (v) Registration No. 333-40641, (vi) Registration No. 333-43859, (vii) Registration No. 333-73772, (viii) Registration No. 333-73774, (ix) Registration No. 333-231277, and (x) Registration No. 333-248137 under the Securities Act of 1933, as amended (the Act). The Registration Statements relate to the registration under the Act of shares of the Companys common stock, par value $0.01 per share (the Shares), issuable in respect of awards under the Company Plans (as defined below).
On May 1, 2023, the Company completed reorganization transactions pursuant to which, among other things, the Company acquired all of the issued and outstanding common shares of Core Lab N.V. and the Company assumed, among all other compensation or benefit plans, each of the following equity-based incentive plans: (i) the Core Laboratories N.V. 2020 Long Term Incentive Plan, (ii) the 2014 Non-Employee Director Stock Incentive Plan, (iii) the Core Laboratories, Inc. Profit Sharing and Retirement Plan (collectively, including any schedules or appendices thereto, as amended from time to time, the Core Lab N.V. Incentive Plans and following such assumption and amendment by the Company, the Company Incentive Plans). The Company also assumed each outstanding stock option (together with any associated tandem stock appreciation right), stock appreciation right, performance share unit, restricted share unit, deferred share unit, restricted stock and other share-based award granted by Core Lab N.V. pursuant to the Core Lab N.V. Incentive Plans (collectively, the Core Lab N.V. Incentive Awards), and such outstanding awards were exchanged for a substantially equivalent incentive award based on the Shares of the Company (collectively, the Company Incentive Awards) pursuant to the Company Incentive Plans. The Company Incentive Awards are subject to substantially the same terms and conditions as the Core Lab N.V. Incentive Awards, except, in the case of equity-based Core Lab N.V. Incentive Awards, the securities issuable upon exercise or settlement of the Company Incentive Awards, as applicable, are Shares (or their cash equivalent) rather than common shares of Core Lab N.V. (or their cash equivalent).
|
May 1, 2023 Page 2 |
In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Registration Statements, (ii) certain resolutions adopted by the board of directors of the Company, (iii) the Core Lab N.V. Incentive Plans, and (iv) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion letter. As to any facts material to our opinions, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.
We have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic original documents of all documents submitted to us as copies, and (vi) that all information contained in all documents reviewed by us is true, correct and complete, and (vii) that the Shares will be issued in accordance with the terms of the Company Incentive Plans.
Based on the foregoing and subject to the limitations set forth herein, and having due regard for the legal considerations we deem relevant, we are of the opinion that the Shares have been duly authorized and, when the Shares are issued by the Company in accordance with the terms of the Company Incentive Plans and the instruments executed pursuant to the Company Incentive Plans, as applicable, that govern the awards to which any Share relates, the Shares will be validly issued, fully paid and non-assessable.
This opinion is limited in all respects to the General Corporation Law of the State of Delaware. We express no opinion as to any other law or any matter other than as expressly set forth above, and no opinion as to any other law or matter may be inferred or implied herefrom. The opinions expressed herein are rendered as of the date hereof and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.
This opinion letter may be filed as an exhibit to the Registration Statements. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act.
Very truly yours, |
/s/ Vinson & Elkins L.L.P. |
Vinson & Elkins L.L.P. |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the use of our reports dated February 9, 2023, with respect to the consolidated financial statements of Core Laboratories N.V., and the effectiveness of internal control over financial reporting, incorporated herein by reference.
/s/ KPMG LLP |
Houston, Texas
May 1, 2023