<PAGE> 1
As filed with the Securities and Exchange Commission on November 20, 1997
Registration No. 333-
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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 NONEMPLOYEE DIRECTOR STOCK OPTION 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
<TABLE>
<CAPTION>
===============================================================================================================
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
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value NLG 0.03 . . . 50,000 $39.8125(1) $1,990,625 $604
===============================================================================================================
</TABLE>
(1) In accordance with Rule 457(h), the aggregate offering price of the 50,000
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.
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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 50,000 shares of Common
Stock, NLG 0.03 par value, of Core Laboratories N.V. (the "Company") pursuant
to the Company's 1995 Nonemployee Director Stock Option 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. 33-98588), 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
<PAGE> 3
[1995 Nonemployee Director Stock Option 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.
<TABLE>
<CAPTION>
Signature Title Date
---------------------------------------- -------------------------------------- -----------------
<S> <C> <C>
/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
</TABLE>
3
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
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
</TABLE>
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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;
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-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;
<PAGE> 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
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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
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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
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EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (1995 Nonemployee Director Stock Option 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
