-----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, H8d/aoKVVI6xGWhzxXOJtYPiL5xV4z3+jXwROeC6u1nvY8TomvLl+4GAGapggxwE 8AESz9ZRNTLK9j7Hi925+w== 0000950129-97-004954.txt : 19971121 0000950129-97-004954.hdr.sgml : 19971121 ACCESSION NUMBER: 0000950129-97-004954 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19971120 EFFECTIVENESS DATE: 19971120 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORE LABORATORIES N V CENTRAL INDEX KEY: 0001000229 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-40641 FILM NUMBER: 97725063 BUSINESS ADDRESS: STREET 1: 1017 BZ AMSTERDAM CITY: THE NETHERLANDS STATE: P7 BUSINESS PHONE: 3120420319 MAIL ADDRESS: STREET 1: HERENGRACHT 424 STREET 2: 1017 BZ AMSTERDAM CITY: THE NETHERLANDS STATE: P7 S-8 1 CORE LABORATORIES N.V. - 1995 LONG-TERM INCENTIVE 1 As filed with the Securities and Exchange Commission on November 20, 1997 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- CORE LABORATORIES N.V. (Name of Registrant as specified in its charter) THE NETHERLANDS NOT APPLICABLE (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) HERENGRACHT 424 1017 BZ AMSTERDAM THE NETHERLANDS (31-20) 624-3699 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) JOHN D. DENSON 5295 HOLLISTER ROAD HOUSTON, TEXAS 77040 (713) 329-7404 (Name, address, including zip code, and telephone number, including area code, of agent for service) 1995 LONG-TERM INCENTIVE PLAN (Full title of the plan) Copy to: MICHAEL P. FINCH VINSON & ELKINS L.L.P. 2300 FIRST CITY TOWER 1001 FANNIN STREET HOUSTON, TEXAS 77002-6760 (713) 758-2128 -------------------- CALCULATION OF REGISTRATION FEE
============================================================================================================ Proposed Proposed Title of each class of Amount to be maximum offering maximum aggregate Amount of securities to be registered registered price per share offering price(1) registration fee - ------------------------------------------------------------------------------------------------------------ Common Stock, par value NLG 0.03 . . . 800,000 $39.8125(1) $31,850,000 $9,652 ============================================================================================================
(1) In accordance with Rule 457(h), the aggregate offering price of the 800,000 shares of Common Stock registered hereby is estimated, solely for purposes of calculating the registration fee, on the basis of the price of securities of the same class, as determined in accordance with Rule 457(c), using the average of the high and low prices reported on the National Association of Securities Dealers, Inc. Automated Quotation System of the Common Stock on November 14, 1997. ================================================================================ 2 PART II INFORMATION NOT REQUIRED IN THIS REGISTRATION STATEMENT This Registration Statement on Form S-8 is to register for sale under the Securities Act of 1993, as amended, an additional 800,000 shares of Common Stock, NLG 0.03 par value, of Core Laboratories N.V. (the "Company") pursuant to the Company's 1995 Long-Term Incentive Plan (the "Plan"). Pursuant to General Instruction E of Form S-8, the contents of the Company's previously filed Registration Statement on Form S-8 relating to the Plan (File No. 33-98590), including all exhibits thereto, are incorporated herein by reference. ITEM 8. EXHIBITS 5 -- Opinion of Nauta Dutilh (including consent) 23.1 -- Consent of Arthur Andersen LLP 23.2 -- Consent of Grant Thornton LLP 23.3 -- Consent of Price Waterhouse LLP 2 3 [1995 Long-Term Incentive Plan] SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Amsterdam, The Netherlands, on the 20th day of November, 1997. CORE LABORATORIES N.V. BY: CORE LABORATORIES INTERNATIONAL B.V. By: /s/ JACOBUS SCHOUTEN ------------------------------------ Jacobus Schouten Managing Director PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
Signature Title Date /s/ DAVID M. DEMSHUR President, Chief Executive Officer and November 20, 1997 ---------------------------------------- Supervisory Director (Principal David M. Demshur Executive Officer and Authorized Representative in the United States) /s/ JOSEPH R. PERNA Senior Vice President and Supervisory November 20, 1997 ---------------------------------------- Director Joseph R. Perna /s/ RICHARD L. BERGMARK Chief Financial Officer, Treasurer and November 20, 1997 ---------------------------------------- Supervisory Director (Principal Richard L. Bergmark Financial and Accounting Officer) /s/ STEPHEN D. WEINROTH Supervisory Director November 20, 1997 ---------------------------------------- Stephen D. Weinroth Supervisory Director ---------------------------------------- James A. Read /s/ JACOBUS SCHOUTEN Supervisory Director November 20, 1997 ---------------------------------------- Jacobus Schouten /s/ TIMOTHY J. PROBERT Supervisory Director November 20, 1997 ---------------------------------------- Timothy J. Probert /s/ BOB G. AGNEW Supervisory Director November 20, 1997 ---------------------------------------- Bob G. Agnew /s/ FRERIK PLUIMERS Supervisory Director November 20, 1997 ---------------------------------------- Frerik Pluimers
3 4 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION ------- ----------- 5 -- Opinion of Nauta Dutilh (including consent) 23.1 -- Consent of Arthur Andersen LLP 23.2 -- Consent of Grant Thornton LLP 23.3 -- Consent of Price Waterhouse LLP EX-5 2 OPINION OF NAUTA DUTILH 1 EXHIBIT 5 Core Laboratories N.V. c/o Core Laboratories, Inc. 5295 Hollister Road Houston, Texas 77040 U.S.A. Attn.: John D. Denson, Esq. Rotterdam, 20 November 1997 Direct Lines: Telephone: 010 - 2240371 Facsimile: 010 - 2240006 Dear Sirs, Re: Core Laboratories N.V. ("the Company") At your request we have, as your legal counsel in The Netherlands, advised on matters of Netherlands law in connection with (i) the registration statement on Form S-8 to be filed by the Company with the Securities and Exchange Commission (the "Commission") in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of 800,000 Common Shares in the capital of the Company ("Common Shares"), each such shares with a par value of NLG 0.03, issuable pursuant to an amendment to the Core Laboratories N.V. 1995 Long-Term Incentive Plan (the "Incentive Plan Amendment") and (ii) the registration statement on Form S-8 to be filed by the Company with the Commission in connection with the registration under the Securities Act of 50,000 Common Shares issuable pursuant to an amendment to the Core Laboratories N.V. 1995 Nonemployee Director Stock Option Plan (the "Nonemployee Director Plan Amendment") (such registration statements being hereinafter collectively referred to as "Registration Statements"). Capitalized terms used but not defined herein shall have the same meanings as in the Registration Statements. For the purpose of this opinion, we have examined and relied only on the following documents: (a) faxed copies of the Registration Statements; and (b) copies of the following documents in relation to the Company: 1. the deed of incorporation of the Company as a private company with limited liability under Netherlands law ("besloten vennootschap met beperkte aansprakelijkheid") under the name of Core Holdings B.V. with its corporate seat at Amsterdam, The Netherlands, dated 8 August 1994, incorporating the articles of association ("statuten") of the Company; 2 -2- 2. a notarial deed providing for the amendment of the articles of association of the Company, dated 6 April 1995; 3. a notarial deed dated 31 August 1995, providing for the conversion of the Company (following such conversion known as: "Core Laboratories N.V.") into a company limited by shares ("naamloze vennootschap") and embodying the new articles of association of the Company; and 4. written statements from all shareholders in the Company, dated 27 July 1995, together constituting a unanimous resolution of the general meeting of shareholders of the Company in favour of the contents of the notarial deed mentioned in item 3 above and adopting the Incentive Plan and the Nonemployee Director Plan; 5. Faxed copies of certified resolutions of the Supervisory Directors, dated 18 February 1997, constituting approval for the Incentive Plan Amendment and the Nonemployee Director Plan Amendment and a certification of the approval of such amendments by the Company's Shareholders on 29 May 1997. The documents referred to in paragraph (b) above are hereinafter referred to as the "Certificates". In connection with such examination and in giving this opinion, we have assumed: (i) the genuineness of all signatures to all Certificates, the authenticity and completeness of all Certificates submitted to us as originals, the completeness and the conformity to the original documents of all Certificates submitted to us as faxed copies or photocopies and the authenticity of such original documents; (ii) the due compliance with all matters of, and the validity, binding effect and enforceability of the Registration Statements under, any applicable law other than Netherlands law; (iii) the accuracy, validity and binding effect of the Certificates and the matters certified or evidenced thereby at the date hereof and any other relevant date; 3 (iv) that the shares to be issued by the Company have been accepted; and (v) that the resolutions referred to in item (b)5 above are in full force and effect. This opinion shall be governed by and construed in accordance with Netherlands law and is given only with respect to Netherlands law in effect on the date of this opinion. We have not investigated the laws of any jurisdiction other than The Netherlands, any representations or warranties made by the parties to the Registration Statements, any matters of fact, tax law, anti-trust law or international law, including, without limitation, the law of the European Community. Based on and subject to the foregoing, and subject to the qualifications set out below, we express the following opinion: The shares in the capital of the Company to be issued by the Company pursuant to the Incentive Plan Amendment and the Nonemployee Director Plan Amendment, as reflected in the Registration Statements, when issued by the Company will be duly authorized and validly issued. The opinion expressed above is subject to the following qualification: We have assumed that any foreign law which may apply with respect to the Registration Statements or the transactions contemplated thereby would not be such as to affect the opinion expressed herein. We consent to the inclusion of this opinion as an Exhibit to each of the Registration Statements. We further consent to all references to us in the Registration Statements, any related prospectus and any amendments or supplements thereto. Yours faithfully, Nauta Dutilh C.A. Fonteijn EX-23.1 3 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 February 25, 1997, included in the Core Laboratories N.V. Form 10-K for the year ended December 31, 1996 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Houston, Texas November 18, 1997 EX-23.2 4 CONSENT OF GRANT THORNTON LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated July 19, 1996 accompanying the consolidated financial statements of ProTechnics Company and subsidiaries as of and for the years ended March 31, 1996 and 1995. The consolidated financial statements of ProTechnics Company and subsidiaries are not presented separately, but are included in the financial statements in the Annual Report on Form 10-K of Core Laboratories N.V. for the year ended December 31, 1996. We hereby consent to the incorporation by reference of said reports in the Registration Statements on Forms S-8 (File No. 33-98588 and File No. 33-98590). GRANT THORNTON LLP Houston, Texas November 18, 1997 EX-23.3 5 CONSENT OF PRICE WATERHOUSE LLP 1 EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (1995 Long-Term Incentive Plan) of Core Laboratories N.V. of our report dated April 1, 1997 relating to the consolidated financial statements of Saybolt International B.V., which appears in the Current Report on Form 8-K/A of Core Laboratories N.V. dated July 21, 1997. PRICE WATERHOUSE LLP Morristown, NJ November 18, 1997 -----END PRIVACY-ENHANCED MESSAGE-----