As filed with the Securities and Exchange Commission on January 7, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
PROTECHNICS COMPANY 1992 STOCK OPTION PLAN
PROTECHNICS STOCK OPTION AGREEMENTS WITH THE FOLLOWING
PERSONS (MONTH AND YEAR OF GRANT INDICATED PARENTHETICALLY):
JOHN T. HAMPTON III (10/93), DAVID HOLCOMB (10/93), JAMES KULINA (10/93), LARRY
STEPHENSON (10/93), TOM DECKER (10/93), DOUG ELLIOT (10/93), KEVIN FISHER
(3/94), JOHN HAMPTON (10/93), BOB HURST (10/93), PAUL HWOSCHINCKY (10/93); BILL
TAYLOR (10/93); WADE HUTCHINSON (3/94); AND KELLY HUTCHINSON (3/94)
(Full title of the plan)
COPY TO:
JAMES H. WILSON
VINSON & ELKINS L.L.P.
2300 FIRST CITY TOWER
1001 FANNIN STREET
HOUSTON, TEXAS 77002-6760
(713) 758-1074
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE (1) OFFERING PRICE (2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Shares,
par value NLG 0.03............ 74,896 $4.704 $352,311 $1,040
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</TABLE>
(1) Weighted average exercise price of the options granted and outstanding
pursuant to the plans listed above.
(2) Estimated, solely for purposes of calculating the registration fee, in
accordance with Rule 457(h) based upon the weighted average exercise price
of the options granted and outstanding pursuant to the plans listed above.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN THIS REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, filed with the Securities and Exchange Commission (the
"Comission") by the Company pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated herein by reference and made a
part of this Registration Statement:
(i) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(ii) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997, its Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997 and its Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997;
(iii) the Company's Current Report on Form 8-K filed May 23, 1997;
(iv) the Company's Current Report on Form 8-K/A filed July 21, 1997;
and
(v) the Company's Registration Statement on Form 8-A filed September
1, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the effective date of this
Registration Statement, prior to the filing of a post-effective amendment to
this Registration Statement indicating that all securities offered hereby have
been sold or deregistering all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in any document
incorporated or deemed to be 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 to constitute a part of this Registration
Statement, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
The consolidated financial statements of the Company incorporated by
reference in this Registration Statement, to the extent and for the periods
indicated in their reports, have been audited by Arthur Andersen LLP,
independant public accountants. In their report dated February 25, 1997, that
firm states that with respect to a certain subsidiary, its opinion is based on
the report of other independant public accountants, namely Grant Thornton LLP.
The consolidated financial statements referred to above have been incorporated
by reference herein in reliance upon the authority of those firms as experts in
giving said reports. The financial statements of Saybolt International B.V.
incorporated in this Registration Statement by reference to the Current Report
on Form 8-K/A of the Company dated July 21, 1997 have been so incorporated in
reliance on the report of Price Waterhouse LLP, independant accountants, given
on the authority of said firm as experts in auditing and accounting.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Certain of the Company's directors and executive officers have entered into
an indemnity agreement with the Company. The agreements provide, to the fullest
extent permitted by the law of The Netherlands, that the Company will indemnify
the directors and executive officers against any costs and expenses, judgments,
settlements and fines incurred in connection with any claim involving a director
or an executive officer by reason of his position as director or officer.
The Articles of Association provide that the Company will, to the full
extent permitted by the law of The Netherlands, as amended from time to time,
indemnify, and advance expenses to, each of its now acting and former board
members, officers, employees and agents, whenever any such person is made a
party, or threatened to be made a party, in any action, suit or proceeding by
reason of his service with the Company. The Articles of Association also provide
that the Company may purchase and maintain directors' and officers' liability
insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
2
<PAGE>
ITEM 8. EXHIBITS.
The following documents are filed as exhibits to this Registration
Statement, including those exhibits incorporated herein by reference to a prior
filing of the Company under the Securities Act of 1933, as amended (the
"Securities Act") or the Exchange Act as indicated below:
EXHIBIT NO. EXHIBIT TITLE
- ------------ -------------
4.1 -- Articles of Association of the Company, as amended (including
English translation) (incorporated by reference to Exhibit 3.1 to
the Company's Registration Statement on Form F-1 filed on
September 1, 1995).
5.1 -- Opinion of Nauta Dutilh.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Grant Thornton LLP.
23.3 -- Consent of Price Waterhouse LLP.
23.4 -- Consent of Nauta Dutilh (included in Exhibit 5.1 hereto).
24.1 -- Powers of Attorney (included on signature page hereto).
UNDERTAKINGS
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:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) 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 hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement;
(c) 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 (1)(a) and (1)(b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act 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.
3
<PAGE>
(4) That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's 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 herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(5) 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 Commission 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 Securities Act and will be governed by the final
adjudication of such issue.
4
<PAGE>
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 30th day of
December, 1997.
CORE LABORATORIES N.V.
BY: CORE LABORATORIES INTERNATIONAL B.V.
By: /s/Jacobus Schouten
-------------------
Jacobus Schouten
Managing Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Stephen D. Weinroth, David M. Demshur and Richard
L. Bergmark, or any of them, his true and law 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 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.
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 December 30, 1997
------------------- Supervisory Director (Principal Executive
David M. Demshur Officer and Authorized Representative in
the United States)
/s/ Joseph R. Perna Senior Vice President and Supervisory December 30, 1997
------------------- Director
Joseph R. Perna
/s/ Richard L. Bergmark Chief Financial Officer, Treasurer and December 30, 1997
------------------- Supervisory Director (Principal Financial
Richard L. Bergmark and Accounting Officer)
/s/ Stephen D. Weinroth Supervisory Director December 30, 1997
-------------------
Stephen D. Weinroth
/s/ James A. Read Supervisory Director December 30, 1997
-------------------
James A. Read
/s/ Jacobus Schouten Supervisory Director December 30, 1997
-------------------
Jacobus Schouten
/s/ Timothy J. Probert Supervisory Director December 30, 1997
-------------------
Timothy J. Probert
/s/ Bob G. Agnew Supervisory Director December 30, 1997
-------------------
Bob G. Agnew
/s/ Frerik Pluimers Supervisory Director December 30, 1997
-------------------
Frerik Pluimers
</TABLE>
5
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT TITLE
- ------------ -------------
4.1 -- Articles of Association of the Company, as amended (including
English translation) (incorporated by reference to Exhibit 3.1 to
the Company's Registration Statement on Form F-1 filed on
September 1, 1995).
5.1 -- Opinion of Nauta Dutilh.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Grant Thornton LLP.
23.3 -- Consent of Price Waterhouse LLP.
23.4 -- Consent of Nauta Dutilh (included in Exhibit 5.1 hereto).
24.1 -- Powers of Attorney (included on signature page hereto).
6
EXHIBIT 5.1
[NAUTA DUTILH LETTERHEAD]
Core Laboratories N.V.
c/o Core Laboratories Inc.
5295 Hollister Road
Houston, Texas 77040
Attention: John D. Denson, Esq.
Rotterdam, 30 December 1997
Direct dial numbers:
telephone: +31 10 2240 371
fax : +31 10 2240 597
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 the registration statement on Form
S-8 (the "Registration Statement") 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, of the offer and sale
of up to 74,896 common shares in the capital of the Company ("Common Shares"),
each such share with a par value of NLG 0.03, issuable upon the exercise of
stock options (the "Stock Options") previously granted by ProTechnics Company,
an indirect wholly owned subsidiary of the Company.
Capitalized terms used but not defined herein shall have the same meanings
as in the Registration Statement.
For the purposes of this opinion, we have examined and relied only on the
following documents:
(a) a faxed copy of a draft Registration Statement; 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. a notarial deed providing for the amendment of the articles of
association of the Company, dated 6 April 1995;
<PAGE>
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;
4. written statements from all shareholders in the Company,
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
5. a faxed copy of the resolutions of the Board of Supervisory
Directors of the Company by unanimous written consent on 27
December 1996 and a faxed copy of a secretary's certificate
signed by John D. Denson on November 12, 1997 certifying that
such resolutions were duly adopted by the Board of Supervisory
Directors by unanimous written consent dated December 27,
1996.
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 Statement 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;
(iv) that the shares to be issued by the Company will be accepted;
(v) that the resolutions referred to in item (b) 5 above are in full
force and effect; and
(vi) that the resolutions referred to in item (b) 5 above constitute the
authorization, inter alia, of the issue of the Common Shares upon
the exercise of the Stock Options.
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
<PAGE>
investigated the laws of any jurisdiction other than The Netherlands, any
representations or warranties made by the parties to the Registration Statement,
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 forth below, we express the following opinion:
The shares in the capital of the Company to be issued by the Company upon
the exercise of the Stock Options, as reflected in the Registration Statement,
when issued by the Company, will be duly and validly issued.
The opinion expressed above is subject to the following qualifications:
We have assumed that any foreign law which may apply with respect to the
Registration Statement 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 the
Registration Statement. We further consent to all references to us in the
Registration Statement, any related prospectus and any amendments or supplements
thereto.
Yours faithfully,
NAUTA DUTILH
/s/ Chris A. Fonteijn
Chris A. Fonteijn
-3-
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.
/s/ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Houston, Texas
December 29, 1997
EXHIBIT 23.2
CONSENT OF INDEPENDENT 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 report in this Registration Statement on Form
S-8, and to the use of our name as it appears under the caption "Interests of
Named Experts and Counsel."
/s/GRANT THORNTON LLP
GRANT THORNTON LLP
Houston, Texas
January 5, 1998
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus on Form
S-8 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. We also consent to the reference to us under the heading "Interests of
Named Experts and Counsel" in such propectus.
/s/PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Morristown, NJ
December 30, 1997
