-----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, VynMFK7rsvDnRpt3K4SlvXUC082ohjiD+FhIZF7IvOxi8bWLRhAhF6qvQcH3qUvw W55wEPTF+fRlgyKqBC706A== 0001209191-05-017457.txt : 20050324 0001209191-05-017457.hdr.sgml : 20050324 20050324173105 ACCESSION NUMBER: 0001209191-05-017457 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050323 FILED AS OF DATE: 20050324 DATE AS OF CHANGE: 20050324 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 1017 BZ AMSTERDAM STREET 2: HERENGRACHT 424 CITY: THE NETHERLANDS STATE: P7 BUSINESS PHONE: 3124203191 MAIL ADDRESS: STREET 1: 6316 WINDFERN CITY: HOUSTON STATE: TX ZIP: 77040 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Miller Charles Brigham CENTRAL INDEX KEY: 0001310520 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14273 FILM NUMBER: 05702948 BUSINESS ADDRESS: BUSINESS PHONE: 281 304 1447 MAIL ADDRESS: STREET 1: 11426 STONEY FALLS DRIVE CITY: HOUSTON STATE: TX ZIP: 77095 4 1 h22994_13cbm.xml MAIN DOCUMENT DESCRIPTION X0202 4 2005-03-23 0001000229 CORE LABORATORIES N V CLB 0001310520 Miller Charles Brigham 11426 STONEY FALLS DRIVE HOUSTON TX 77095 0 1 0 0 CHIEF ACCOUNTING OFFICER Performance Shares 0 2005-03-23 4 A 0 5000 0 A 2007-12-31 2007-12-31 Common Shares 5000 5000 D Represent contingent rights to acquire common shares ("Performance Shares") that are subject to a performance goal that is based on a calculated return on equity versus a pre-determined target return on equity of 20%. The return on equity is calculated by dividing earnings before interest and income tax from continuing operations over the performance period by ending shareholders' equity over the performance period ("ROE"). Unless there is a change in control, none of these shares will be issued if the ROE for Core Laboratories N.V. ("Core") is less than 20% for the three-year performance period. If Core's ROE for the performance period equals 20%, then 50% of the shares will be issued, and if Core's ROE for the performance period equals or exceeds 24%, then 100% of the shares will be issued. If Core's ROE for the performance period is greater than 20% but less than 24%, then the number of shares to be issued would be interpolated based on the terms of the agreement. If a change in control of Core occurs prior to the last day of the performance period and while the executive officer is employed by Core, then all of the executive officer's Performance Shares will vest as of the date of the change in control. 1 for 1 /s/ John D. Denson, Attorney-in-fact 2005-03-24 EX-24 2 cbm-poa.txt POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Richard L. Bergmark, Monty L. Davis, David M. Demshur, John D. Denson, Kinga E. Doris and Susan Kicey, or either of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC; (2) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Core Laboratories N.V. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 24th day of March, 2005. /s/ Charles Brigham Miller -------------------------------- Charles Brigham Miller -----END PRIVACY-ENHANCED MESSAGE-----