<PAGE> 1
As filed with the Securities and Exchange Commission on May 23, 2000
Registration No. 333-36042
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CORE LABORATORIES N.V.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
THE NETHERLANDS NOT APPLICABLE
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
HERENGRACHT 424 JOHN D. DENSON
1017 BZ AMSTERDAM 5295 HOLLISTER ROAD
THE NETHERLANDS HOUSTON, TEXAS 77040
(31-20) 420-3191 (713) 329-7404
(Address, including zip code, and (Name, address, including zip code, and telephone
telephone number, including area code, of number, including area code, of agent for service)
registrant's principal executive offices)
Copies to:
T. MARK KELLY MICHAEL W. CONLON
VINSON & ELKINS L.L.P. FULBRIGHT & JAWORSKI L.L.P.
2300 FIRST CITY TOWER CHEVRON TOWER
1001 FANNIN 1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77002-6760 HOUSTON, TEXAS 77010
(713) 758-2222 (713) 651-5151
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common shares............................... 5,504,105 $26.875 $147,922,822 $1,152(3)
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</TABLE>
(1) Includes 717,927 shares issuable upon exercise of an over-allotment option
granted by Core Laboratories N.V. to the Underwriters.
(2) Estimated solely for the purpose of determining the registration fee, and
calculated as of May 17, 2000, pursuant to Rule 457(c) under the Securities
Act of 1933.
(3) Registration Fee of $40,721 was previously paid with respect to 5,341,736
common shares included in the registration statement filed on May 1, 2000.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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<PAGE> 2
The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with
the Securities and Exchange Commission is effective. This prospectus is
not an offer to sell these securities and it is not soliciting an offer to
buy these securities in any state where the offer or sale is not
permitted.
SUBJECT TO COMPLETION, DATED MAY 23, 2000
4,786,178 Shares
[CORE LAB LOGO]
CORE LABORATORIES N.V.
Common Shares
------------------
The selling shareholders are selling 4,786,178 common shares. We will not
receive any of the proceeds from the sale of the common shares sold by the
selling shareholders.
Our common shares are listed for trading on the New York Stock Exchange
under the symbol "CLB." On May 22, 2000, the last reported sales price for our
common shares was $23.25 per share.
The underwriters have an option to purchase a maximum of 717,927 additional
common shares from us to cover over-allotments of shares.
INVESTING IN OUR COMMON SHARES INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE
6.
<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO SELLING
PUBLIC COMMISSIONS SHAREHOLDERS
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<S> <C> <C> <C>
Per share............................................ $ $ $
Total(1)............................................. $ $ $
</TABLE>
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(1) If the underwriters exercise the over-allotment option in full, the total
price to the public, underwriting discounts and commissions, proceeds to the
selling shareholders, and proceeds to us would be $ , $ ,
$ , and $ , respectively. See "Underwriting."
Delivery of the common shares will be made on or about , 2000.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
Joint Lead Managers
CREDIT SUISSE FIRST BOSTON SALOMON SMITH BARNEY
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DEUTSCHE BANC ALEX. BROWN
CIBC WORLD MARKETS
DAIN RAUSCHER WESSELS
MORGAN KEEGAN & COMPANY, INC.
The date of this prospectus is , 2000.
<PAGE> 3
[LOGO]
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TABLE OF CONTENTS
<TABLE>
<S> <C>
PROSPECTUS SUMMARY...................... 1
RISK FACTORS............................ 6
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS............ 8
USE OF PROCEEDS......................... 9
DIVIDEND POLICY......................... 9
CAPITALIZATION.......................... 10
PRINCIPAL AND SELLING SHAREHOLDERS...... 11
UNDERWRITING............................ 12
NOTICE TO CANADIAN RESIDENTS............ 14
LEGAL MATTERS........................... 15
EXPERTS................................. 15
WHERE YOU CAN FIND MORE INFORMATION..... 15
INCORPORATION OF DOCUMENTS BY
REFERENCE............................. 15
</TABLE>
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THIS DOCUMENT.
<PAGE> 4
PROSPECTUS SUMMARY
You should read the following summary together with the more detailed
information regarding our company and the common shares being sold in this
offering and our consolidated financial statements and related notes appearing
elsewhere in this prospectus or incorporated by reference in this prospectus. In
this prospectus, "we," "us" and "our" each refers to Core Laboratories N.V. and,
unless otherwise stated, our subsidiaries.
CORE LABORATORIES N.V.
OUR BUSINESS
We were established in 1936 and are one of the world's leading providers of
proprietary and patented reservoir description, production enhancement and
reservoir management services to the oil and gas industry. These services are
directed toward enabling our clients to improve reservoir performance and
increase oil and gas recovery from their producing fields. Our customers include
major, national and independent oil and gas producers. They employ our
technologies to increase daily production of oil and gas and to maximize the
ultimate recovery from their fields. Our technologies are designed to increase
our customers' cash flow thereby increasing their return on investments.
We believe we are the most technologically advanced, uniquely focused
reservoir optimization company in the oilfield services sector. Our reservoir
optimization technologies are closely interrelated and are organized into three
complementary segments.
- Reservoir Description: Encompasses the characterization of petroleum
reservoir rock, fluid and gas samples. We provide analytical and field
services to characterize properties of crude oil and petroleum products
to the oil and gas industry.
- Production Enhancement: Includes services and products relating to
reservoir well completions, perforations, stimulations and production. We
provide integrated services to evaluate the effectiveness of well
completions and to develop solutions aimed at increasing the
effectiveness of enhanced oil recovery projects.
- Reservoir Management: Combines and integrates information from reservoir
description and production enhancement services to increase production
and improve recovery of oil and gas from our clients' reservoirs.
We offer our services worldwide through our global network of offices, and
we manufacture products primarily in three facilities for distribution on a
global basis. We have over 70 offices in more than 50 countries and have
approximately 3,500 employees. Services accounted for approximately 81% of our
revenues for the year ended December 31, 1999, with the balance being generated
from product sales.
RESERVOIR DESCRIPTION
Most commercial oil and gas fields consist of porous and permeable
reservoir rocks that contain natural gas, crude oil and water. Due to the
density differences of the fluids, natural gas typically caps the field and
overlies an oil layer, which overlies the water. We provide services that
characterize the porous reservoir rock and all three reservoir fluids.
We analyze samples of reservoir rocks for their porosity, which determines
reservoir storage capacity, and for their permeability, which defines the
ability of the fluids to flow through the rock. These measurements are used to
determine how much oil and gas is present in a reservoir and the rates at which
the oil and gas can be produced. We also use our proprietary technologies to
correlate the reservoir description data to wireline logs and seismic data.
These data sets are also used to determine the different acoustic velocities of
reservoir rocks containing natural gas, crude oil and water. These velocity
measurements are used in conjunction with our in-reservoir seismic monitoring
services.
PRODUCTION ENHANCEMENT
The data we produce to describe a reservoir system is used to enhance oil
and gas production so that it will exceed the average oilfield recovery factor,
which is approximately 40%. Many oilfields today are
1
<PAGE> 5
hydraulically fractured and flooded to maximize oil and gas recovery. We conduct
dynamic flow tests of the reservoir fluids through the reservoir rock, at actual
reservoir pressure and temperature, to realistically simulate the actual
flooding of a producing zone. We use proprietary technologies, such as our
Saturation Monitoring by the Attenuation of X-rays (SMAX(TM)), to help design
enhanced recovery projects. After a field flood is initiated, we are often
involved in monitoring the progress of the flood to ensure the maximum amount of
incremental production.
We are also an industry leader in high-performance perforating and
completion systems engineered to maximize well productivity by reducing,
eliminating or overcoming formation damage during the completion of oil and gas
wells. Among the numerous technologies we offer is our new Excape(TM) Completion
Process. Excape(TM) is a unique completion system we developed in cooperation
with Marathon Oil Company and BJ Services Company. Excape(TM) allows multiple
reservoir zones to be sequentially perforated and individually stimulated, thus
reducing completion time and rig cost. Patent applications covering the
technologies underlying Excape(TM) have been filed in the United States and in
certain foreign jurisdictions.
RESERVOIR MANAGEMENT
Reservoir description and production enhancement information, when applied
across an entire oilfield, is used to maximize daily production and the ultimate
total recovery from the reservoir. We are involved in numerous large-scale
reservoir management projects, applying proprietary and state-of-the-art
technologies from the earliest phases of a field development program until the
last economic barrel of oil is recovered. These projects are of increasing
importance to oil companies as the incremental barrel is often the lowest cost
and most profitable barrel in the reservoir. We believe that increased cash
flows from incremental production will result in increased capital expenditures,
ultimately leading to future opportunities for us.
We recently developed our Reservoir Information Browser(TM) (RIB(TM)) that
allows oil companies to collect, store, integrate and access well or entire
field data sets via their worldwide internal intranets. Our clients access
RIB(TM) for ongoing updates to be used in reservoir management.
OUR STRATEGY
Our business strategy is to continue to provide advanced technologies that
improve reservoir performance by (i) continuing the development of proprietary
technologies through client-driven research and development, (ii) expanding the
services and products offered throughout our global network of offices and (iii)
acquiring complementary businesses that add key technologies or market presence
and enhance existing products and services.
DEVELOPMENT OF NEW TECHNOLOGIES, SERVICES AND PRODUCTS
We conduct research and development to meet the needs of our customers, who
are continually seeking new technologies to lower their costs of finding,
developing and producing oil and gas. While the aggregate number of oil and gas
wells being drilled per year has remained relatively constant in recent years,
oil and gas producers have increased expenditures on high-technology services
which improve their understanding of the reservoir. They are also spending more
on advanced technologies to increase production of oil and gas from their
producing fields. We intend to continue concentrating our efforts on
technologies that enhance development and production efficiencies. We believe
our patents, trademarks and other intellectual property rights are an important
factor in maintaining our technological advantage, although no one patent is
considered essential to our success.
INTERNATIONAL EXPANSION OF SERVICES AND PRODUCTS
Another component of our business strategy is to broaden the spectrum of
services and products offered to our clients on a global basis. We plan to use
our worldwide network of offices to offer many of our services and products that
have been developed internally or obtained through acquisitions. This allows us
to enhance our revenues through efficient and effective utilization of our
global network. Our non-U.S. operations accounted for approximately 58% of our
revenues during the year ended December 31, 1999.
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ACQUISITIONS
We continually review potential acquisitions to add key technologies,
enhance market presence or complement existing businesses. Our recent
acquisitions reflect our desire to broaden the services offered to our clients
in the field of reservoir optimization. Over the past 12 months, we completed
the following three significant acquisitions:
- TomoSeis: In January 2000, we acquired TomoSeis Corporation. TomoSeis
provides highly detailed reservoir imaging technologies that are the
critical component for successful 4D seismic and reservoir monitoring
programs. Proprietary and patented energy-source and seismic-receiver
hardware, specialized imaging technology and internally developed data
processing capabilities make TomoSeis the industry-leading provider of
in-reservoir seismic services;
- Reservoirs: In August 1999, we acquired Reservoirs, Inc. Reservoirs
provides reservoir description services to the oil and gas industry and
is a recognized leader in the geology and petrophysics of deepwater
reservoirs; and
- CTC: In July 1999, we acquired Coherence Technology Company, Inc. CTC
provides specialized seismic data processing and interpretation services
and is licensed by BP Amoco to provide its patented Coherence Cube(TM)
seismic data processing technology to the oil and gas industry.
RECENT DEVELOPMENTS
On April 28, we reported our results for the first quarter of 2000.
Revenues totaled $68.5 million as compared to $67.2 million for the first
quarter of 1999. Earnings for the first quarter of 2000 totaled $0.10 per fully
diluted share, as compared to a loss of $0.23 per fully diluted share for the
first quarter of 1999. Earnings for the first quarter of 2000, excluding
goodwill amortization and non-recurring charges, net of tax, totaled $0.13 per
fully diluted share, as compared to $0.04 per fully diluted share for the first
quarter of 1999.
In April 2000, we signed a memorandum of intent to acquire Production
Enhancement Corporation ("PENCOR"), which provides fluid phase behavior services
used to characterize crude oils, natural gases, and other reservoir fluids.
Clients use PENCOR's services to enhance daily production and ultimate field
recovery values, especially in high pressure reservoirs and deep water projects.
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Our principal executive offices are located at Herengracht 424, 1017 BZ
Amsterdam, The Netherlands. Our telephone number is (31-20) 420-3191.
3
<PAGE> 7
THE OFFERING
<TABLE>
<S> <C>
Common shares offered by the selling
shareholders....................... 4,786,178 shares
Common shares to be outstanding after
this offering...................... 30,585,341 shares
Use of proceeds...................... We will not receive any proceeds from the sale of the
common shares sold by the selling shareholders. If the
over-allotment option is exercised in full, we will
receive net proceeds of approximately $ . We will
use any net proceeds from the exercise of the
over-allotment option for general working capital
purposes.
New York Stock Exchange symbol....... CLB
</TABLE>
The number of common shares to be outstanding immediately following this
offering is based on the number of common shares outstanding as of May 9, 2000,
and does not include:
- 717,927 common shares subject to purchase from us upon the exercise by
the underwriters of their over-allotment option. If the over-allotment
option is exercised in full, 31,303,268 common shares will be outstanding
after this offering; and
- 3,035,771 common shares reserved, as of May 9, 2000, for the exercise of
outstanding options granted pursuant to our stock option plans.
4
<PAGE> 8
SUMMARY CONSOLIDATED FINANCIAL DATA
The following selected historical consolidated financial data should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and our consolidated financial statements,
both of which are included in the documents incorporated by reference in this
prospectus.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------------------
1995 1996 1997 1998 1999
------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues:
Services.......................................... $75,679 $104,718 $217,673 $261,970 $246,936
Sales............................................. 13,473 10,047 17,735 36,580 56,722
------- -------- -------- -------- --------
Total revenues.................................... 89,152 114,765 235,408 298,550 303,658
Operating expenses:
Costs of services................................. 63,917 87,594 172,719 207,667 198,425
Cost of sales..................................... 9,995 6,532 14,984 26,147 47,029
General and administrative expenses............... 2,719 3,559 5,974 8,447 12,301
Depreciation and amortization..................... 3,118 4,695 10,041 14,930 14,659
Goodwill amortization............................. 74 172 1,498 2,933 4,024
Transaction costs associated with merger.......... -- 355 -- -- --
Write-offs and other charges(1)................... -- -- -- -- 10,670
Restructuring charges(2).......................... -- -- -- -- 7,036
Other (income) expense, net....................... 973 (595) (1,139) 1,078 (3,308)
------- -------- -------- -------- --------
Income from continuing operations before interest
expense and income tax............................ 8,356 12,453 31,331 37,348 12,822
Interest expense.................................... 3,102 1,554 6,552 6,339 7,796
------- -------- -------- -------- --------
Income from continuing operations before income
tax............................................... 5,254 10,899 24,779 31,009 5,026
Income tax.......................................... 1,979 4,507 8,992 9,337 1,659
------- -------- -------- -------- --------
Income from continuing operations................... $ 3,275 $ 6,392 $ 15,787 $ 21,672 $ 3,367
======= ======== ======== ======== ========
PER SHARE DATA:
Income from continuing operations per common share:
Basic............................................. $ 0.18 $ 0.29 $ 0.65 $ 0.78 $ 0.11
Diluted........................................... 0.18 0.29 0.64 0.76 0.11
Weighted average common shares outstanding:
Basic............................................. 18,042 22,070 24,141 27,635 29,851
Diluted........................................... 18,148 22,267 24,822 28,428 30,567
OTHER DATA:
Diluted earnings per share from continuing
operations excluding goodwill amortization...... $ 0.18 $ 0.29 $ 0.70 $ 0.86 $ 0.24
</TABLE>
<TABLE>
<CAPTION>
AT DECEMBER 31,
--------------------------------------------------
1995 1996 1997 1998 1999
------- ------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital..................................... $18,519 $17,883 $ 51,272 $ 61,473 $ 93,324
Total assets........................................ 82,530 93,827 253,972 353,962 361,133
Long-term debt, including current maturities........ 20,247 17,354 74,660 87,793 83,328
Shareholders' equity................................ 40,947 48,616 115,487 199,109 208,944
</TABLE>
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(1) In the first quarter of 1999, we recorded write-offs and other charges
totaling $10.7 million. This amount included $4.4 million of asset
write-offs, $2.6 million related to facility closures and personnel
reductions, and $3.7 million associated with the termination of the proposed
acquisition of GeoScience Corporation.
(2) In the fourth quarter of 1999, we recorded a $7.0 million charge to cover
the cost of exiting redundant facilities and restructuring certain of our
operations. We are combining personnel and equipment from eight facilities
into one Houston facility. We also reorganized our operations in Canada and
Mexico, consolidated certain service lines and are further centralizing our
operations in Latin America, Europe and the Asia-Pacific region. No
operations are being discontinued.
5
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RISK FACTORS
An investment in our common shares involves a high degree of risk. You
should carefully consider the following factors in addition to the other
information presented or incorporated by reference in this prospectus before
buying common shares in the offering.
FUTURE DOWNTURNS IN THE OIL AND GAS INDUSTRY, OR IN THE OIL FIELD SERVICES
BUSINESS, MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR FINANCIAL CONDITION OR
RESULTS OF OPERATIONS.
The oil and gas industry is cyclical and has been subject to significant
economic downturns at various times as a result of numerous factors affecting
the supply of and demand for oil and natural gas, which include:
- the level of capital expenditures of the oil and gas industry;
- the level of drilling activity;
- the level of production activity;
- market prices of oil and gas;
- mergers, consolidations and downsizing among our clients;
- worldwide economic conditions;
- interest rates and the cost of capital;
- environmental regulation;
- tax policies;
- political requirements of national governments;
- coordination by the Organization of Petroleum Exporting Countries (OPEC);
- cost of producing oil and natural gas; and
- technological advances.
IF WE ARE NOT ABLE TO DEVELOP OR ACQUIRE NEW PRODUCTS OR OUR PRODUCTS
BECOME TECHNOLOGICALLY OBSOLETE, OUR RESULTS OF OPERATIONS MAY BE ADVERSELY
AFFECTED.
The market for our products and services is characterized by changing
technology and frequent product introduction. As a result, our success is
dependent upon our ability to develop or acquire new products and services on a
cost-effective basis and to introduce them into the marketplace in a timely
manner. While we intend to continue committing substantial financial resources
and effort to the development of new products and services, we may not be able
to successfully differentiate our products and services from those of our
competitors. The market may not consider our proposed products and services to
be superior to our competitors' products and services. In addition, we may not
be able to adapt to evolving markets and technologies, develop new products, or
achieve and maintain technological advantages.
If we are unable to continue developing competitive products in a timely
manner in response to changes in technology, our businesses and operating
results may be materially and adversely affected. In addition, continuing
development of new products inherently carries the risk of inventory
obsolescence with respect to our older products.
IF WE ARE UNABLE TO OBTAIN PATENTS, LICENSES AND OTHER INTELLECTUAL
PROPERTY RIGHTS COVERING OUR PRODUCTS AND SERVICES, OUR OPERATING RESULTS MAY BE
ADVERSELY AFFECTED.
Our success depends in part on our ability to obtain patents, licenses and
other intellectual property rights covering our products and services. To that
end, we have obtained certain patents and intend to continue to seek patents on
some of our inventions and services. While we have patented some of our key
technologies, we do not patent all of our proprietary technology, even when
regarded as patentable. The process of seeking patent protection can be long and
expensive. There can be no assurance that patents will be issued from currently
pending or future applications or that, if patents are issued, they will be of
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sufficient scope or strength to provide meaningful protection or any commercial
advantage to us. In addition, effective copyright and trade secret protection
may be unavailable or limited in certain countries. Litigation, which could
demand financial and management resources, may be necessary to enforce our
patents or other intellectual property rights. Also, there can be no assurance
that we can obtain licenses or other rights to necessary intellectual property
on acceptable terms.
WE DEPEND ON THE RESULTS OF OUR INTERNATIONAL OPERATIONS, WHICH EXPOSES US
TO RISKS INHERENT IN DOING BUSINESS ABROAD.
We operate facilities in more than 50 countries around the world. Our
non-U.S. operations accounted for approximately 58% of our revenues during the
year ended December 31, 1999. In addition, some of our revenues in the U.S. are
generated by projects located outside the U.S. Our business is subject to
various risks beyond our control, including:
- the instability of foreign economies and governments;
- currency fluctuations;
- potential income tax liabilities in multiple jurisdictions; and
- changes in laws and policies affecting trade and investment.
Any of these factors might cause our facilities in some countries to become
unprofitable, possibly resulting in the closing of these facilities. We attempt
to limit our exposure to foreign currency fluctuations by limiting the amount by
which our foreign contracts are denominated in a currency other than U.S.
dollars to an amount generally equal to expenses expected to be incurred in such
foreign currency. We have not historically engaged in and do not currently
intend to engage in any significant hedging or currency trading transactions
designed to compensate for adverse currency fluctuations.
THERE ARE RISKS RELATED TO OUR ACQUISITION STRATEGY. IF WE ARE UNABLE TO
SUCCESSFULLY INTEGRATE AND MANAGE BUSINESSES THAT WE HAVE ACQUIRED AND ANY
BUSINESSES ACQUIRED IN THE FUTURE, OUR RESULTS OF OPERATIONS AND FINANCIAL
CONDITION COULD BE ADVERSELY AFFECTED.
One of our key business strategies is to acquire technologies, operations
and assets that are complementary to our existing businesses. There are
financial, operational and legal risks inherent in any acquisition strategy,
including:
- increased financial leverage;
- increased interest expense; and
- difficulties involved in combining disparate company cultures and
facilities.
The success of any completed acquisition will depend on our ability to
integrate effectively the acquired business into our existing operations. The
process of integrating acquired businesses may involve unforeseen difficulties
and may require a disproportionate amount of our managerial and financial
resources. In addition, possible future acquisitions may be larger and for
purchase prices significantly higher than those paid for recent and pending
acquisitions. No assurance can be given that we will be able to continue to
identify additional suitable acquisition opportunities, negotiate acceptable
terms, obtain financing for acquisitions on acceptable terms or successfully
acquire identified targets. Our failure to achieve consolidation savings, to
incorporate the acquired businesses and assets into our existing operations
successfully or to minimize any unforeseen operational difficulties could have a
material adverse effect on our financial condition and results of operation.
WE ARE SUBJECT TO A VARIETY OF ENVIRONMENTAL LAWS AND REGULATIONS, WHICH
MAY RESULT IN INCREASED COSTS TO OUR BUSINESS.
We are subject to a variety of governmental regulations relating to the
use, storage, discharge and disposal of chemicals and gases used in our
analytical and manufacturing processes. Environmental claims or the failure to
comply with present or future environmental laws and regulations could result in
the
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assessment of damages or imposition of fines against us or the suspension or
cessation of operations. New regulations could require us to acquire costly
equipment or to incur other significant expenses. If we fail to control the use,
or adequately restrict the discharge of, hazardous substances, we could be
subject to future material liabilities. In addition, public interest in the
protection of the environment has increased dramatically in recent years. We
anticipate that the trend of more expansive and stricter environmental laws and
regulations will continue, the occurrence of which may require us to increase
our capital expenditures or could result in increased operating expenses.
BECAUSE WE ARE A NETHERLANDS COMPANY, IT MAY BE DIFFICULT FOR YOU TO SUE
OUR SUPERVISORY DIRECTORS OR US, AND IT MAY NOT BE POSSIBLE TO OBTAIN OR ENFORCE
JUDGMENTS AGAINST US.
We are a Netherlands company and a substantial portion of our assets are
located outside the United States. In addition, some members of our supervisory
board of directors are residents of countries other than the United States. As a
result, it may not be possible for you to effect service of process within the
United States upon our supervisory directors or to enforce against our
supervisory directors or us, judgments of courts of the United States predicated
upon civil liabilities under the United States federal securities laws. Because
there is no treaty between the United States and The Netherlands providing for
the reciprocal recognition and enforcement of judgments, United States judgments
are not automatically enforceable in The Netherlands. In addition, there is
doubt as to whether a Netherlands court would impose civil liability on us or on
the members of our supervisory board of directors in an original action brought
against us or our supervisory directors in a court of competent jurisdiction in
The Netherlands and predicated solely upon the federal securities laws of the
United States.
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
We believe that some statements contained or incorporated by reference in
this prospectus are "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. We caution that
forward-looking statements involve risks and uncertainties that may affect our
actual results of operations. Statements in this prospectus that are
forward-looking and that provide other than historical information involve those
risks and uncertainties.
Also, when we use words like "may," "may not," "believes," "does not
believe," "expects," "does not expect," "anticipates," "does not anticipate,"
"intends," "plan," "estimate," and similar expressions, including the negative
or other variations of these words, we are making forward-looking statements.
We continue to face many risks and uncertainties (including those set forth
in "Risk Factors") that could cause actual results to differ from those
forward-looking statements, including:
- our ability to continue to develop or acquire new and useful technology;
- the realization of anticipated synergies from acquired businesses and
future acquisitions;
- our dependence on one industry, oil and gas, and the impact of commodity
prices on the expenditure levels of our customers;
- competition in the markets we serve;
- the risks and uncertainties attendant to adverse industry, political,
economic and financial market conditions, including stock prices,
government regulations, interest rates and credit availability;
- unsettled political conditions, war, civil unrest, currency controls and
governmental actions in the numerous countries in which we operate;
- changes in the price of oil and natural gas;
- integration of acquired businesses; and
- the effects of industry consolidation.
8
<PAGE> 12
These forward-looking statements are based on assumptions that we believe
are reasonable, but they are open to a wide range of uncertainties and business
risks. Factors that could cause actual results to differ materially from those
anticipated are discussed in our periodic filings with the SEC, including our
Annual Report on Form 10-K for the year ended December 31, 1999 (as amended by
Form 10-K/A).
When considering these forward-looking statements, you should keep in mind
the risk factors and other cautionary statements in this document and the
documents we have incorporated by reference. We will not update these forward
looking statements unless the securities laws require us to do so.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common shares sold by
the selling shareholders. If the underwriters' over-allotment option is
exercised in full, we will receive net proceeds (after deducting the
underwriters discount and estimated offering expenses) of approximately $ .
We intend to use any net proceeds from the exercise of the over-allotment option
for general working capital purposes.
DIVIDEND POLICY
We have not paid dividends on our common shares and currently have no plans
to pay dividends on the common shares. We expect that we will retain all
available earnings generated by our operations for the development and growth of
our business. Any future determination as to the payment of dividends will be
made at the discretion of the our supervisory board and will depend upon our
operating results, financial condition, capital requirements, general business
conditions and such other factors as the supervisory board deems relevant.
Because we are a holding company that conducts substantially all of our
operations through subsidiaries, our ability to pay cash dividends on the common
shares is dependent upon the ability of our subsidiaries to pay cash dividends
or otherwise distribute or advance funds to us and on the terms and conditions
of our existing and future credit arrangements. Because we are a Netherlands
company, we may be required to withhold a portion of any dividends paid for
Netherlands tax purposes. The amount of the withholding will depend on
applicable law at the time the dividend is paid.
9
<PAGE> 13
CAPITALIZATION
The following table sets forth our short-term debt and capitalization as of
December 31, 1999, on a historical basis, assuming that the underwriters'
over-allotment option is not exercised.
<TABLE>
<CAPTION>
AS OF DECEMBER 31,
1999(1)
------------------
(IN THOUSANDS)
<S> <C>
Total short-term debt and current portion of long-term
debt...................................................... $ 1,121
========
Long-term debt, less current portion:
Borrowings under credit facility(2)....................... $ 7,000
Senior notes.............................................. 75,000
Other long-term debt...................................... 207
--------
Total long-term debt.............................. $ 82,207
--------
Shareholders' equity:
Preference shares, Netherlands Guilders 0.03 par value;
3,000,000 shares authorized; no shares issued and
outstanding............................................ --
Common shares, Netherlands Guilders 0.03 par value;
100,000,000 shares authorized; 30,179,226 shares issued
and outstanding........................................ 508
Additional paid-in capital................................ 161,859
Retained earnings......................................... 46,577
--------
Total shareholders' equity........................ $208,944
--------
Total capitalization.............................. $291,151
========
</TABLE>
- ---------------------------
(1) Assuming the underwriters' over-allotment option is exercised in full and
the net proceeds we receive are used for general corporate purposes, total
long term debt would be $ , common shares at par value would be $ ,
additional paid-in capital would be $ , total shareholders' equity would
be $ , and total capitalization would be $ .
(2) Loans under the credit facility generally bear interest from LIBOR plus
1.25% to a maximum of LIBOR plus 1.75%. The revolving debt facilities
require only interest payments until maturity in June 2004.
10
<PAGE> 14
PRINCIPAL AND SELLING SHAREHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of common shares as of March 20, 2000, and as adjusted to give effect
to the sale of the common shares offered by the selling shareholders, by:
- each person known to us to be the beneficial owner of 5% or more of the
outstanding common shares;
- each of our supervisory directors;
- all of the our supervisory directors and executive officers as a group;
and
- the selling shareholders.
Unless otherwise indicated, each person has sole voting and dispositive
power over the common shares listed. See "Underwriting."
<TABLE>
<CAPTION>
COMMON SHARES
OWNED PRIOR TO COMMON SHARES
OFFERING OWNED AFTER OFFERING
-------------------- ---------------------
NUMBER OF NUMBER OF NUMBER OF
SUPERVISORY DIRECTORS, EXECUTIVE COMMON SHARES COMMON
OFFICERS AND PRINCIPAL SHAREHOLDERS SHARES PERCENT OFFERED SHARES PERCENT
- ----------------------------------- --------- ------- --------- ---------- --------
<S> <C> <C> <C> <C> <C>
Lord, Abbett & Co.(1)................................ 2,190,520 7.1% -- 2,190,520 7.1%
Franklin Resource, Inc.(2)........................... 1,726,800 5.7 -- 1,726,800 5.7
Stephen D. Weinroth**(3)............................. 461,500 1.5 -- 461,500 1.5
David M. Demshur**................................... 339,113 1.1 -- 339,113 1.1
Richard L. Bergmark**................................ 207,219 * -- 207,219 *
Joseph R. Perna**.................................... 126,744 * -- 126,744 *
John D. Denson**..................................... 61,159 * -- 61,159 *
Timothy J. Probert**................................. 35,000 * -- 35,000 *
Bob G. Agnew**....................................... 34,600 * -- 34,600 *
James A. Read**...................................... 34,000 * -- 34,000 *
Monty L. Davis**..................................... 21,512 * -- 21,512 *
Randall D. Keys**.................................... 1,234 * -- 1,234 *
Jacobus Schouten..................................... -- * -- -- *
All supervisory directors and executive officers as a
group**............................................ 1,322,081 4.3 -- 1,322,081 4.3
SELLING SHAREHOLDERS
First Britannia Holdings N.V.(4)..................... 4,202,534 13.6% 4,202,534 -- --%
Robert Andrews(5).................................... 718,750 2.3 350,000 368,750 1.2
Gas Research Institute............................... 44,390 * 44,390 -- --
Christopher C. Payton(6)............................. 100,896 * 42,700 58,196 *
Terrance Jbeili(7)................................... 127,922 * 42,100 85,822 *
Estate of Paul J. Cernock............................ 72,454 * 36,227 36,227 *
Estate of Elizabeth M. Cernock....................... 72,454 * 36,227 36,227 *
Randall S. Miller(8)................................. 52,671 * 20,000 32,671 *
James W. Rector, III................................. 23,501 * 12,000 11,501 *
--------- ---- --------- --------- ---
Total selling shareholders................... 5,415,572 17.7% 4,786,178 629,394 2.0%
========= ==== ========= ========= ===
</TABLE>
- ---------------------------
* Does not exceed 1.0%.
** Includes the following common shares which may be acquired within 60 days
through the exercise of stock options: Mr. Weinroth, 64,000; Mr. Demshur,
108,750; Mr. Bergmark, 112,000; Mr. Perna, 20,000; Mr. Denson, 39,250; Mr.
Probert, 34,000; Mr. Agnew, 30,000; Mr. Read, 34,000; Mr. Davis, 17,500; and
Mr. Keys, 718.
(1) As reported on Schedule 13G dated February 2, 2000. The business address of
Lord, Abbett & Co. is 90 Hudson Street, Jersey City, New Jersey 07302.
(2) As reported on Schedule 13G/A dated January 20, 2000. The business address
of Franklin is 777 Mariners Island Blvd., San Mateo, California 94404.
(3) Mr. Weinroth, a Managing Director of First Britannia Mezzanine N.V.,
disclaims beneficial ownership of the common shares beneficially owned by
First Britannia Mezzanine N.V., the ultimate parent of First Britannia
Holdings N.V.
(4) First Britannia Holdings N.V. is a wholly owned subsidiary of First
Britannia Mezzanine N.V. and its business address is de Ruyterkade 62,
Curacao, Netherlands Antilles.
(5) Mr. Andrews is Vice President, Marketing for Latin America. The number of
shares includes 3,750 common shares which may be acquired within 60 days
through the exercise of stock options.
(6) Mr. Payton is Vice President, Business Development, for our cross well
seismic division. The number of shares includes 86,169 common shares which
may be acquired within 60 days through the exercise of stock options.
(7) Mr. Jbeili is Vice President, Operations, for our cross well seismic
division. The number of shares includes 101,836 common shares which may be
acquired within 60 days through the exercise of stock options.
(8) Mr. Miller is one of our general managers.
11
<PAGE> 15
UNDERWRITING
Under the terms and subject to the conditions contained in an underwriting
agreement dated , we and the selling shareholders have
agreed to sell to the underwriters named below, for whom Credit Suisse First
Boston Corporation, Salomon Smith Barney Inc., Deutsche Banc Alex. Brown, CIBC
World Markets Corp., Dain Rauscher Incorporated and Morgan Keegan & Company,
Inc. are acting as representatives, the following respective numbers of common
shares:
<TABLE>
<CAPTION>
NUMBER OF
SHARES
UNDERWRITER ---------
<S> <C>
Credit Suisse First Boston Corporation......................
Salomon Smith Barney Inc. ..................................
Deutsche Banc Alex. Brown...................................
CIBC World Markets Corp. ...................................
Dain Rauscher Incorporated..................................
Morgan Keegan & Company, Inc. ..............................
---------
Total............................................. 4,786,178
=========
</TABLE>
The underwriting agreement provides that the underwriters are obligated to
purchase all of the common shares in the offering if any are purchased, other
than those common shares covered by the over-allotment option described below.
The underwriting agreement also provides that if an underwriter defaults the
purchase commitments of non-defaulting underwriters may be increased or the
offering may be terminated.
We have granted to the underwriters a 30-day option to purchase on a pro
rata basis up to 717,927 additional common shares from us at the public offering
price less the underwriting discounts and commissions. The option may be
exercised only to cover any over-allotments of the common shares.
The underwriters propose to offer the common shares initially at the public
offering price on the cover page of this prospectus and to selling group members
at that price less a concession of $ per share. The underwriters and selling
group members may allow a discount of $ per share on sales to other
broker/dealers. After the public offering of the common shares, the public
offering price and concession and discount to broker/dealers may be changed by
the representatives.
The following table summarizes the compensation and estimated expenses we
and the selling shareholders will pay.
<TABLE>
<CAPTION>
PER SHARE TOTAL
------------------------------- -------------------------------
WITHOUT WITH WITHOUT WITH
OVER-ALLOTMENT OVER-ALLOTMENT OVER-ALLOTMENT OVER-ALLOTMENT
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Underwriting Discounts and Commissions paid
by selling shareholders(1)............... $ $ $ $
Expenses paid by the selling
shareholders(2).......................... $ $ $ $
Underwriters Discounts and Commissions
payable by us............................ $ -- $ $ -- $
Expenses payable by us..................... $ -- $ $ -- $
</TABLE>
- ---------------------------
(1) The selling shareholders will pay the underwriters' discounts and
commissions allocable to the common shares sold by them in this offering.
(2) First Britannia Mezzanine N.V. will pay certain other expenses related to
this offering.
We have agreed that we will not offer, sell, pledge, contract to sell or
otherwise dispose of, directly or indirectly, any of our common shares, or
securities convertible into or exchangeable or exercisable for any of our common
shares, or publicly disclose our intention to make any such offer, sale, pledge
or disposition, without the prior written consent of Credit Suisse First Boston
Corporation for a period of
12
<PAGE> 16
90 days after the date of this prospectus, except issuances of common shares
pursuant to the exercise of employee stock plans. Credit Suisse First Boston
Corporation has waived this restriction with respect to the issuance of
approximately 250,000 common shares by us in connection with our proposed
acquisition of PENCOR.
Our executive officers, supervisory directors and certain selling
shareholders have agreed that they will not offer, sell, contract to sell, or
otherwise dispose of, directly or indirectly, any of our common shares or
securities convertible into or exchangeable or exercisable for any of our common
shares, enter into a transaction which would have the same effect, or enter into
any swap, hedge or other arrangement that transfers, in whole or in part, any of
the economic consequences of ownership of our common shares, whether any such
aforementioned transaction is to be settled by delivery of our common shares or
such other securities, in cash or otherwise, or publicly disclose the intention
to make any such offer, sale, or disposition, or to enter into any such
transaction, swap, hedge or other arrangement, without, in each case, the prior
written consent of Credit Suisse First Boston Corporation for a period of 90
days after the date of this prospectus.
We and the selling shareholders have agreed to indemnify the underwriters
against certain liabilities including liabilities under the Securities Act of
1933, or contribute to payments which the underwriters may be required to make
in that respect.
Our common shares are traded on the NYSE under the symbol "CLB." We will
file an application with the NYSE to list the common shares to be sold in this
offering.
The representatives may engage in over-allotment, stabilizing transactions,
syndicate covering transactions and penalty bids in accordance with Regulation M
under the Securities Exchange Act of 1934.
- Over-allotment involves syndicate sales in excess of the offering size,
which creates a syndicate short position.
- Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum.
- Syndicate covering transactions involve purchases of the common shares in
the open market after the distribution has been completed in order to
cover syndicate short positions.
- Penalty bids permit the representatives to reclaim a selling concession
from a syndicate member when the common shares originally sold by such
syndicate member are purchased in a stabilizing or syndicate covering
transaction to cover syndicate short positions.
These stabilizing transactions, syndicate covering transactions and penalty bids
may cause the price of the common shares to be higher than it would otherwise be
in the absence of these transactions. These transactions may be effected on The
New York Stock Exchange or otherwise and, if commenced, may be discontinued at
any time.
A prospectus in electronic format will be made available on the websites
maintained by one or more of the underwriters participating in this offering.
The representatives may agree to allocate a number of shares to underwriters for
sale to their online brokerage account holders. Internet distributions will be
allocated by the underwriters that will make internet distributions on the same
basis as other allocations.
13
<PAGE> 17
NOTICE TO CANADIAN RESIDENTS
RESALE RESTRICTIONS
The distribution of the common shares in Canada is being made only on a
private placement basis exempt from the requirement that we and the selling
shareholders prepare and file a prospectus with the securities regulatory
authorities in each province where trades of common shares are effected.
Accordingly, any resale of the common shares in Canada must be made in
accordance with applicable securities laws which will vary depending on the
relevant jurisdiction, and which may require resales to be made in accordance
with available statutory exemptions or pursuant to a discretionary exemption
granted by the applicable Canadian securities regulatory authority. Purchasers
are advised to seek legal advice prior to any resale of the common shares.
REPRESENTATIONS OF PURCHASERS
Each purchaser of common shares in Canada who receives a purchase
confirmation will be deemed to represent to us, the selling shareholders and the
dealer from whom such purchase confirmation is received that (i) such purchaser
is entitled under applicable provincial securities laws to purchase such common
shares without the benefit of a prospectus qualified under such securities laws,
(ii) where required by law, such purchaser is purchasing as principal and not as
agent, and (iii) such purchaser has reviewed the text above under "Resale
Restrictions".
RIGHTS OF ACTION (ONTARIO PURCHASERS)
The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
Ontario securities law. As a result, Ontario purchasers must rely on other
remedies that may be available, including common law rights of action for
damages or rescission or rights of action under the civil liability provisions
of the U.S. federal securities laws.
ENFORCEMENT OF LEGAL RIGHTS
All of the issuer's directors and officers as well as the experts named
herein and the selling shareholders may be located outside of Canada and, as a
result, it may not be possible for Canadian purchasers to effect service of
process within Canada upon the issuer or such persons. All or a substantial
portion of the assets of the issuer and such persons may be located outside of
Canada and, as a result, it may not be possible to satisfy a judgment against
the issuer or such persons in Canada or to enforce a judgement obtained in
Canadian courts against such issuer or persons outside of Canada.
NOTICE TO BRITISH COLUMBIA RESIDENTS
A purchaser of common shares to whom the Securities Act (British Columbia)
applies is advised that such purchaser is required to file with the British
Columbia Securities Commission a report within ten days of the sale of any
common shares acquired by such purchaser pursuant to this offering. Such report
must be in the form attached to British Columbia Securities Commission Blanket
Order BOR #95/17, a copy of which may be obtained from us. Only one such report
must be filed in respect of common shares acquired on the same date and under
the same prospectus exemption.
TAXATION AND ELIGIBILITY FOR INVESTMENT
Canadian purchasers of common shares should consult their own legal and tax
advisors with respect to the tax consequences of an investment in the common
shares in their particular circumstances and with respect to the eligibility of
the common shares for investment by the purchaser under relevant Canadian
legislation.
14
<PAGE> 18
LEGAL MATTERS
Certain legal matters have been passed on for us by Vinson & Elkins L.L.P.,
Houston, Texas. The validity of the securities will be passed upon for us by
Nauta Dutilh, Rotterdam, The Netherlands. Fulbright & Jaworski L.L.P., Houston,
Texas, will serve as counsel to the underwriters.
EXPERTS
The financial statements incorporated by reference in this prospectus and
elsewhere in this registration statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said report.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC") under the
Securities Exchange Act of 1934. The registration statement of which this
prospectus forms a part and these reports, proxy statements and other
information can be inspected and copied at the public reference room maintained
by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the SEC's regional offices at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and at Seven World Trade Center, Suite 1300, New York, New York
10048. Copies of the materials may also be obtained from the SEC at prescribed
rates by writing to the public reference room maintained by the SEC at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You may
obtain information on the operation of the public reference room by calling the
SEC at 1-800-SEC-0330.
We have filed with the SEC a registration statement on Form S-3 under the
Securities Act of 1933 with respect to this offering of common shares. This
prospectus, which constitutes a part of the registration statement, does not
contain all the information set forth in the registration statement and the
attached schedules and exhibits.
The SEC maintains a World Wide Web site on the Internet at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding us. The reports, proxy and information statements
and other information about us can be downloaded from the SEC's website and can
also be inspected and copied at the offices of the New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10005.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" into this prospectus the
information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and later
information that we file with the SEC will automatically update and supersede
this information. We incorporate by reference the documents listed below and any
future filings made with the SEC under section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until our offering is completed:
- our annual report on Form 10-K (as amended by Form 10-K/A) for the year
ended December 31, 1999;
- our definitive proxy for the annual meeting of shareholders to be held in
May 2000;
- our quarterly report on Form 10-Q for the quarter ended March 31, 2000;
and
- the description of our common shares contained in our registration
statement on Form 8-A filed pursuant to Section 12 of the Securities
Exchange Act of 1934.
You may request a copy of these filings, at no cost, by writing or calling
our investor relations department at the following address: Core Laboratories
N.V., Herengracht 424, 1017 BZ Amsterdam, The Netherlands, (31-20) 420-3191.
15
<PAGE> 19
[CORE LAB LOGO]
<PAGE> 20
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with
the distribution of the securities covered by this registration statement. All
of the expenses will be borne by the selling shareholders except as otherwise
indicated.
<TABLE>
<S> <C>
Registration fee....................................... $ 41,873.00
NYSE listing fee....................................... 6,908.00
NASD Filing Fee........................................ 16,362.00
Accounting fees and expenses........................... 160,000.00
Fees and expenses of legal counsel..................... 100,000.00
Printing and engraving expenses........................ 60,000.00
Transfer Agent and Registrar fees and expenses......... 3,500.00
Miscellaneous.......................................... 40,000.00
-----------
Total........................................ $428,643.00
===========
</TABLE>
- ---------------------------
* To be provided by amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Certain of our directors and executive officers have entered into an
indemnity agreement with us. The agreements provide, to the fullest extent
permitted by the law of The Netherlands, that we 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 we 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 us. The articles of association also provide that we
may purchase and maintain directors' and officers' liability insurance.
ITEM 16. EXHIBITS.
The following documents are filed as exhibits to this registration
statement, including those exhibits incorporated herein by reference to a prior
filing by Core Laboratories under the Securities Act of 1933 or the Securities
Exchange Act of 1934:
<TABLE>
<CAPTION>
INCORPORATED BY
EXHIBIT REFERENCE FROM THE
NUMBER DESCRIPTION FOLLOWING DOCUMENTS
------- ----------- -------------------
<C> <S> <C>
*1.1 -- Form of Underwriting Agreement....................
3.1 -- Articles of Association of Core Laboratories N.V.,
as amended (including English translation)........ Registration Statement on
Form F-1, September 20, 1995.
4.1 -- Form of certificate representing Common Shares.... Form 10-K/A, March 31, 2000
*5.1 -- Opinion of Nauta Dutilh...........................
</TABLE>
II-1
<PAGE> 21
<TABLE>
<CAPTION>
INCORPORATED BY
EXHIBIT REFERENCE FROM THE
NUMBER DESCRIPTION FOLLOWING DOCUMENTS
------- ----------- -------------------
<C> <S> <C>
10.1 -- Core Laboratories N.V. 1995 Long-Term Incentive
Plan (as amended and restated effective as of May
29, 1997)......................................... Proxy Statement dated May 2,
1997 for Annual Meeting of
Shareholders
10.2 -- Core Laboratories N.V. 1995 Nonemployee Director
Stock Option Plan (as amended and restated
effective as of May 29, 1997)..................... Proxy Statement dated May 2,
1997 for Annual Meeting of
Shareholders
10.3 -- Form of Registration Rights Agreement to be
entered into by the Company and certain of its
shareholders, dated September 15, 1995............ Form 10-Q, November 10, 1995
10.4 -- Purchase and Sale Agreement between Core Holdings
B.V. and Western Atlas International, Inc.,
Western Atlas International Nigeria Ltd., Western
Atlas de Venezuela, C.A., Western Atlas Canada
Ltd. and Core Laboratories Australia Pty. Ltd.
dated as of September 30, 1994.................... Form F-1, September 20, 1995
10.5 -- Form of Indemnification Agreement to be entered
into by the Company and certain of its directors
and officers...................................... Form F-1, September 20, 1995
10.6 -- Indemnification Agreements, each dated as of
October 20, 1995, between the Company and each of
its directors and executive officers.............. Form 10-Q, November 10, 1995
10.7 -- Stock Purchase Agreement among Core Laboratories
N.V., Saybolt International B.V. and the
shareholders of Saybolt International B.V., dated
as of April 16, 1997.............................. Form 8-K, May 23, 1997
10.8 -- Amended and Restated Credit Agreement among Core
Laboratories N.V., Core Laboratories, Inc., Core
Laboratories (U.K.) Limited, Bankers Trust
Company, NationsBank, N.A. and the Bank Group,
dated as of July 18, 1997......................... Form S-3, November 20, 1997
10.9 -- Agreement and Plan of Merger among Core
Laboratories N.V., Owen Oil Tools, Inc., Owen
Acquisition, Inc., and each of the shareholders of
Owen Oil Tools, Inc. dated as of
June 30, 1998..................................... Form 8-K, July 15, 1998
10.10 -- Core Laboratories Supplemental Executive
Retirement Plan effective as of January 1, 1998... Form 10-K, March 31, 1998
10.11 -- Form of Employment Agreement between Core
Laboratories N.V. and David Michael Demshur dated
as of
August 18, 1998................................... Form 10-K, March 31, 1999
10.12 -- Form of Employment Agreement between Core
Laboratories N.V. and Richard Lucas Bergmark dated
as of
August 18, 1998................................... Form 10-K, March 31, 1999
10.13 -- Form of Employment Agreement between Core
Laboratories N.V. and Monty Lee Davis dated as of
August 18, 1998................................... Form 10-K, March 31, 1999
</TABLE>
II-2
<PAGE> 22
<TABLE>
<CAPTION>
INCORPORATED BY
EXHIBIT REFERENCE FROM THE
NUMBER DESCRIPTION FOLLOWING DOCUMENTS
------- ----------- -------------------
<C> <S> <C>
10.14 -- Form of Employment Agreement between Core
Laboratories N.V. and John David Denson dated as
of August 18, 1998................................ Form 10-K, March 31, 1999
10.15 -- Acquisition Agreement Among Core Laboratories
N.V., Core Laboratories International B.V.,
Saybolt International B.V., A.G.I. Mexicana S.A.
de C.V. and the Stockholders of A.G.I. Mexicana
S.A. de C.V. dated as of December 11, 1998........ Form 10-K, March 31, 1999
10.16 -- Agreement and Plan of Merger among Core
Laboratories N.V., A.G.I. Acquisition Company, The
Andrews Group International, Inc. and Robert
Andrews dated as of December 18, 1998............. Form 10-K, March 31, 1999
10.17 -- Core Laboratories Supplemental Executive
Retirement Plan for John D. Denson effective
January 1, 1999................................... Form 10-Q, August 16, 1999
10.18 -- Core Laboratories Supplemental Executive
Retirement Plan for Monty L. Davis effective
January 1, 1999................................... Form 10-Q, August 16, 1999
10.19 -- Amendment to Core Laboratories Supplemental
Executive Retirement Plan filed January 1, 1998,
effective
July 29, 1999..................................... Form 10-Q, August 16, 1999
10.20 -- Agreement and Plan of Merger among Core
Laboratories N.V., Core Colorado Acquisition,
Inc., Coherence Technology Company, Inc. and the
Stockholders of Coherence Technology Company, Inc.
dated as of June 9, 1999.......................... Form 10-Q, August 16, 1999
10.21 -- Agreement and Plan of Merger among Core
Laboratories N.V., Core Acquisition Subsidiary,
Inc., Reservoirs, Inc. and the Stockholders of
Reservoirs, Inc. dated as of July 26, 1999........ Form 10-Q, August 16, 1999
10.22 -- Amendment to Amended and Restated Credit Agreement
among Core Laboratories N.V., Core Laboratories,
Inc., Core Laboratories (U.K.) Limited, Bankers
Trust Company, Bank of America, N.A. and the Bank
Group, dated as of July 22, 1999.................. Form 10-Q, August 16, 1999
10.23 -- Note and Guarantee Agreement by Core Laboratories,
Inc. for Guaranteed Senior Notes, Series A, and
Guaranteed Senior Notes, Series B, dated as of
July 22, 1999..................................... Form 10-Q, August 16, 1999
*10.24 -- Form of Indemnification Agreement.................
*23.1 -- Consent of Arthur Andersen LLP....................
*23.2 -- Consent of Nauta Dutilh........................... Included in Exhibit 5.1.
**24.1 -- Power of Attorney................................. Included in signature page.
</TABLE>
- ---------------------------
* Filed herewith.
** Previously filed.
II-3
<PAGE> 23
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.
(2) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part
of this registration statement as of the time it was declared effective.
(3) For purposes of determining any liability under Securities Act of
1933, each post-effective amendment that contains a form of prospectus
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 thereunder.
(4) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of
such issue.
II-4
<PAGE> 24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Amsterdam, The Netherlands, on the 23rd day of
May, 2000.
CORE LABORATORIES N.V.
By: CORE LABORATORIES INTERNATIONAL B.V.,
its Sole Managing Director
By: /s/ JACOBUS SCHOUTEN
--------------------------------------------
Jacobus Schouten
Managing Director
KNOW ALL MEN BY THESE PRESENTS, pursuant to the requirements of the
Securities Act of 1933, this Amendment No. 1 to registration statement has been
signed by the following persons in the capacities and on the 23rd day of May,
2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ DAVID M. DEMSHUR President, Chief Executive Officer and
- ----------------------------------------------------- Supervisory Director (Principal Executive
David M. Demshur Officer and Authorized Representative in
the United States)
/s/ RICHARD L. BERGMARK Executive Vice President, Treasurer and
- ----------------------------------------------------- Supervisory Director
Richard L. Bergmark
** Chief Financial Officer (Principal Financial
- ----------------------------------------------------- and Accounting Officer)
Randall D. Keys
* Supervisory Director
- -----------------------------------------------------
Bob G. Agnew
* Supervisory Director
- -----------------------------------------------------
Joseph R. Perna
* Supervisory Director
- -----------------------------------------------------
Timothy J. Probert
* Supervisory Director
- -----------------------------------------------------
James A. Read
/s/ JACOBUS SCHOUTEN Supervisory Director
- -----------------------------------------------------
Jacobus Schouten
</TABLE>
II-5
<PAGE> 25
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
* Supervisory Director
- -----------------------------------------------------
Stephen D. Weinroth
*By: /s/ JOHN D. DENSON
------------------------------------------------
John D. Denson
Attorney-in-Fact
**By: /s/ RICHARD L. BERGMARK
-----------------------------------------------
Richard L. Bergmark
Attorney-in-Fact
</TABLE>
II-6
<PAGE> 26
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
INCORPORATED BY
EXHIBIT REFERENCE FROM THE
NUMBER DESCRIPTION FOLLOWING DOCUMENTS
------- ----------- -------------------
<C> <S> <C>
*1.1 -- Form of Underwriting Agreement....................
3.1 -- Articles of Association of Core Laboratories N.V.,
as amended (including English translation)........ Registration Statement on
Form F-1, September 20, 1995.
4.1 -- Form of certificate representing Common Shares.... Form 10-K/A, March 31, 2000
*5.1 -- Opinion of Nauta Dutilh...........................
10.1 -- Core Laboratories N.V. 1995 Long-Term Incentive
Plan (as amended and restated effective as of May
29, 1997)......................................... Proxy Statement dated May 2,
1997 for Annual Meeting of
Shareholders
10.2 -- Core Laboratories N.V. 1995 Nonemployee Director
Stock Option Plan (as amended and restated
effective as of May 29, 1997)..................... Proxy Statement dated May 2,
1997 for Annual Meeting of
Shareholders
10.3 -- Form of Registration Rights Agreement to be
entered into by the Company and certain of its
shareholders, dated September 15, 1995............ Form 10-Q, November 10, 1995
10.4 -- Purchase and Sale Agreement between Core Holdings
B.V. and Western Atlas International, Inc.,
Western Atlas International Nigeria Ltd., Western
Atlas de Venezuela, C.A., Western Atlas Canada
Ltd. and Core Laboratories Australia Pty. Ltd.
dated as of September 30, 1994.................... Form F-1, September 20, 1995
10.5 -- Form of Indemnification Agreement to be entered
into by the Company and certain of its directors
and officers...................................... Form F-1, September 20, 1995
10.6 -- Indemnification Agreements, each dated as of
October 20, 1995, between the Company and each of
its directors and executive officers.............. Form 10-Q, November 10, 1995
10.7 -- Stock Purchase Agreement among Core Laboratories
N.V., Saybolt International B.V. and the
shareholders of Saybolt International B.V., dated
as of April 16, 1997.............................. Form 8-K, May 23, 1997
10.8 -- Amended and Restated Credit Agreement among Core
Laboratories N.V., Core Laboratories, Inc., Core
Laboratories (U.K.) Limited, Bankers Trust
Company, NationsBank, N.A. and the Bank Group,
dated as of July 18, 1997......................... Form S-3, November 20, 1997
10.9 -- Agreement and Plan of Merger among Core
Laboratories N.V., Owen Oil Tools, Inc., Owen
Acquisition, Inc., and each of the shareholders of
Owen Oil Tools, Inc. dated as of
June 30, 1998..................................... Form 8-K, July 15, 1998
</TABLE>
<PAGE> 27
<TABLE>
<CAPTION>
INCORPORATED BY
EXHIBIT REFERENCE FROM THE
NUMBER DESCRIPTION FOLLOWING DOCUMENTS
------- ----------- -------------------
<C> <S> <C>
10.10 -- Core Laboratories Supplemental Executive
Retirement Plan effective as of January 1, 1998... Form 10-K, March 31, 1998
10.11 -- Form of Employment Agreement between Core
Laboratories N.V. and David Michael Demshur dated
as of
August 18, 1998................................... Form 10-K, March 31, 1999
10.12 -- Form of Employment Agreement between Core
Laboratories N.V. and Richard Lucas Bergmark dated
as of
August 18, 1998................................... Form 10-K, March 31, 1999
10.13 -- Form of Employment Agreement between Core
Laboratories N.V. and Monty Lee Davis dated as of
August 18, 1998................................... Form 10-K, March 31, 1999
10.14 -- Form of Employment Agreement between Core
Laboratories N.V. and John David Denson dated as
of August 18, 1998................................ Form 10-K, March 31, 1999
10.15 -- Acquisition Agreement Among Core Laboratories
N.V., Core Laboratories International B.V.,
Saybolt International B.V., A.G.I. Mexicana S.A.
de C.V. and the Stockholders of A.G.I. Mexicana
S.A. de C.V. dated as of December 11, 1998........ Form 10-K, March 31, 1999
10.16 -- Agreement and Plan of Merger among Core
Laboratories N.V., A.G.I. Acquisition Company, The
Andrews Group International, Inc. and Robert
Andrews dated as of December 18, 1998............. Form 10-K, March 31, 1999
10.17 -- Core Laboratories Supplemental Executive
Retirement Plan for John D. Denson effective
January 1, 1999................................... Form 10-Q, August 16, 1999
10.18 -- Core Laboratories Supplemental Executive
Retirement Plan for Monty L. Davis effective
January 1, 1999................................... Form 10-Q, August 16, 1999
10.19 -- Amendment to Core Laboratories Supplemental
Executive Retirement Plan filed January 1, 1998,
effective
July 29, 1999..................................... Form 10-Q, August 16, 1999
10.20 -- Agreement and Plan of Merger among Core
Laboratories N.V., Core Colorado Acquisition,
Inc., Coherence Technology Company, Inc. and the
Stockholders of Coherence Technology Company, Inc.
dated as of June 9, 1999.......................... Form 10-Q, August 16, 1999
10.21 -- Agreement and Plan of Merger among Core
Laboratories N.V., Core Acquisition Subsidiary,
Inc., Reservoirs, Inc. and the Stockholders of
Reservoirs, Inc. dated as of July 26, 1999........ Form 10-Q, August 16, 1999
10.22 -- Amendment to Amended and Restated Credit Agreement
among Core Laboratories N.V., Core Laboratories,
Inc., Core Laboratories (U.K.) Limited, Bankers
Trust Company, Bank of America, N.A. and the Bank
Group, dated as of July 22, 1999.................. Form 10-Q, August 16, 1999
10.23 -- Note and Guarantee Agreement by Core Laboratories,
Inc. for Guaranteed Senior Notes, Series A, and
Guaranteed Senior Notes, Series B, dated as of
July 22, 1999..................................... Form 10-Q, August 16, 1999
</TABLE>
<PAGE> 28
<TABLE>
<CAPTION>
INCORPORATED BY
EXHIBIT REFERENCE FROM THE
NUMBER DESCRIPTION FOLLOWING DOCUMENTS
------- ----------- -------------------
<C> <S> <C>
*10.24 -- Form of Indemnification Agreement.................
*23.1 -- Consent of Arthur Andersen LLP....................
*23.2 -- Consent of Nauta Dutilh........................... Included in Exhibit 5.1.
**24.1 -- Power of Attorney................................. Included in signature page.
</TABLE>
- ---------------------------
* Filed herewith.
** Previously filed.
<PAGE> 1
EXHIBIT 1.1
4,786,178 SHARES
CORE LABORATORIES N.V.
COMMON SHARES
UNDERWRITING AGREEMENT
May __, 2000
CREDIT SUISSE FIRST BOSTON CORPORATION
SALOMON SMITH BARNEY INC.
DEUTSCHE BANC ALEX. BROWN
CIBC WORLD MARKETS CORP.
DAIN RAUSCHER INCORPORATED
MORGAN KEEGAN & COMPANY, INC.,
As Representatives of the Several Underwriters,
c/o Credit Suisse First Boston Corporation,
Eleven Madison Avenue,
New York, NY 10010-3629
Dear Sirs:
1. Introductory. The stockholders listed in Schedule A hereto ("SELLING
STOCKHOLDERS") propose severally to sell an aggregate of 4,786,178 outstanding
shares ("FIRM SECURITIES") of the common shares, NLG 0.03 par value per share
("COMMON SHARES") of Core Laboratories N.V., a Netherlands Naamloze Vennootschap
("COMPANY"), and the Company also proposes to sell to the Underwriters, at the
option of the Underwriters, an aggregate of not more than 717,927 additional
outstanding shares ("OPTIONAL SECURITIES") of the Company's Securities as set
forth below. The Firm Securities and the Optional Securities are herein
collectively called the "OFFERED SECURITIES". The Selling Stockholders and First
Britannia Mezzanine N.V., a Netherlands Naamloze Vennootschap ("FIRST BRITANNIA
MEZZANINE N.V."), hereby agree with the Company and with the several
Underwriters named in Schedule B hereto ("UNDERWRITERS") as follows:
2. Representations and Warranties of the Company and the Selling
Stockholders.
(a) The Company represents and warrants to, and agrees with, the
several Underwriters that:
(i) A registration statement on Form S-3 (No. 333-36042)
relating to the Offered Securities, including a form of prospectus, has
been filed with the Securities and Exchange Commission ("COMMISSION")
and either (A) has been declared effective under the Securities Act of
1933 ("ACT") and is not proposed to be amended or (B) is proposed to be
amended by amendment or post-effective amendment. If such registration
statement (the "INITIAL REGISTRATION STATEMENT") has been declared
effective, either (A) an additional registration statement (the
"ADDITIONAL REGISTRATION STATEMENT") relating to the Offered Securities
may have been filed with the Commission pursuant to Rule 462(b) ("RULE
462(B)") under the Act and, if so filed, has become effective upon
filing pursuant to such Rule and the Offered Securities all have been
duly registered under the Act pursuant to the initial registration
statement and, if applicable, the additional registration statement or
(B) such an additional registration statement is proposed to be filed
with the Commission pursuant to Rule 462(b) and will become effective
upon filing pursuant to such Rule and upon such filing the Offered
Securities will all have been duly registered under the Act pursuant to
the initial registration statement and such additional registration
statement. If the Company does not propose
<PAGE> 2
to amend the initial registration statement or if an additional
registration statement has been filed and the Company does not propose
to amend it, and if any post-effective amendment to either such
registration statement has been filed with the Commission prior to the
execution and delivery of this Agreement, the most recent amendment (if
any) to each such registration statement has been declared effective by
the Commission or has become effective upon filing pursuant to Rule
462(c) ("RULE 462(C)") under the Act or, in the case of the additional
registration statement, Rule 462(b). For purposes of this Agreement,
"EFFECTIVE TIME" with respect to the initial registration statement or,
if filed prior to the execution and delivery of this Agreement, the
additional registration statement means (A) if the Company has advised
the Representatives that it does not propose to amend such registration
statement, the date and time as of which such registration statement,
or the most recent post-effective amendment thereto (if any) filed
prior to the execution and delivery of this Agreement, was declared
effective by the Commission or has become effective upon filing
pursuant to Rule 462(c), or (B) if the Company has advised the
Representatives that it proposes to file an amendment or post-effective
amendment to such registration statement, the date and time as of which
such registration statement, as amended by such amendment or
post-effective amendment, as the case may be, is declared effective by
the Commission. If an additional registration statement has not been
filed prior to the execution and delivery of this Agreement but the
Company has advised the Representatives that it proposes to file one,
"EFFECTIVE TIME" with respect to such additional registration statement
means the date and time as of which such registration statement is
filed and become effective pursuant to Rule 462(b). "EFFECTIVE DATE"
with respect to the initial registration statement or the additional
registration statement (if any) means the date of the Effective Time
thereof. The initial registration statement, as amended at its
Effective Time, including all material incorporated by reference
therein, including all information contained in the additional
registration statement (if any) and deemed to be a part of the initial
registration statement as of the Effective Time of the additional
registration statement pursuant to the General Instructions of the Form
on which it is filed and including all information (if any) deemed to
be a part of the initial registration statement as of its Effective
Time pursuant to Rule 430A(b) ("RULE 430A(B)") under the Act, is
hereinafter referred to as the "INITIAL REGISTRATION STATEMENT". The
additional registration statement, as amended at its Effective Time,
including the contents of the initial registration statement
incorporated by reference therein and including all information (if
any) deemed to be a part of the additional registration statement as of
its Effective Time pursuant to Rule 430A(b), is hereinafter referred to
as the "ADDITIONAL REGISTRATION STATEMENT". The Initial Registration
Statement and the Additional Registration Statement are hereinafter
referred to collectively as the "REGISTRATION STATEMENTS" and
individually as a "REGISTRATION STATEMENT". The form of prospectus
relating to the Offered Securities, as first filed with the Commission
pursuant to and in accordance with Rule 424(b) ("RULE 424(B)") under
the Act or (if no such filing is required) as included in a
Registration Statement, including all material incorporated by
reference in such prospectus, is hereinafter referred to as the
"PROSPECTUS". No document has been or will be prepared or distributed
in reliance on Rule 434 under the Act.
(ii) If the Effective Time of the Initial Registration
Statement is prior to the execution and delivery of this Agreement: (A)
on the Effective Date of the Initial Registration Statement, the
Initial Registration Statement conformed in all material respects to
the requirements of the Act and the rules and regulations of the
Commission ("RULES AND REGULATIONS") and did not include any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading, (B) on the Effective Date of the Additional
Registration Statement (if any), each Registration Statement conformed,
or will conform, in all material respects to the requirements of the
Act and the Rules and Regulations and did not include, or will not
include, any untrue statement of a material fact and did not omit, or
will not omit, to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and (C) on
the date of this Agreement, the Initial Registration Statement and, if
the Effective Time of the Additional Registration Statement is prior to
the execution and delivery of this Agreement, the Additional
Registration Statement each conforms, and at the time of filing of the
Prospectus pursuant to Rule 424(b) or (if no such filing is required)
at the Effective Date of the Additional Registration Statement in which
the Prospectus is included, each Registration Statement and the
Prospectus will conform, in all material respects to the requirements
of the Act and the Rules and Regulations, and neither of such documents
includes, or will include, any untrue statement of a material fact or
omits, or will omit, to state any material fact required to be stated
therein or necessary to make the statements therein not misleading. If
the Effective Time of the Initial Registration Statement is subsequent
to the execution and delivery of this Agreement: on the Effective Date
of the Initial Registration Statement, the Initial
2
<PAGE> 3
Registration Statement and the Prospectus will conform in all material
respects to the requirements of the Act and the Rules and Regulations,
neither of such documents will include any untrue statement of a
material fact or will omit to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading, and no Additional Registration Statement has been or will
be filed. The two preceding sentences do not apply to statements in or
omissions from a Registration Statement or the Prospectus based upon
written information furnished to the Company by the Selling
Stockholders specifically for use therein, or by any Underwriter
through the Representatives specifically for use therein, it being
understood and agreed that the only information furnished by the
Underwriters is that described as such in Section 7(c) hereof.
(iii) The Commission has not issued an order preventing or
suspending the use of the Prospectus relating to the Offered Securities
nor instituted proceedings for that purpose.
(iv) The documents incorporated by reference in the
Registration Statement and the Prospectus, at the time filed with the
Commission, or to the extent such documents were subsequently amended
prior to the date hereof, at the time so amended, conformed in all
material respects to the requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the rules and regulations of
the Commission thereunder, or the Act and the Rules and Regulations, as
applicable.
(v) There are no contracts or other documents that are
required by the Act or by the Rules and Regulations to be filed as
exhibits to the Registration Statement or to documents incorporated by
reference into the Registration Statement that have not been so filed.
The description in the Prospectus of material contracts and other
documents is accurate in all material respects; to the knowledge of the
Company, all material contracts described in or filed as exhibits to
the Registration Statement are in full force and effect on the date
hereof and are enforceable by the Company in accordance with their
respective terms; and neither the Company nor any of its subsidiaries,
nor, to the Company's knowledge, any other party, is in breach of or
default under any such material contracts.
(vi) The Company has been duly incorporated and is an existing
Naamloze Vennootschap in good standing under the laws of the
Netherlands, with corporate power and authority to own its properties
and conduct its business as described in the Prospectus; and the
Company is duly qualified to do business as a foreign corporation in
good standing in all other jurisdictions in which its ownership or
lease of property or the conduct of its business requires such
qualification, except where the failure to so qualify would not have a
material adverse effect on the condition (financial or other),
business, properties, rights or results of operations of the Company
and its subsidiaries taken as a whole ("MATERIAL ADVERSE EFFECT").
(vii) Each Significant Subsidiary of the Company has been duly
incorporated and is an existing corporation in good standing under the
laws of the jurisdiction of its incorporation, with corporate power and
authority to own its properties and conduct its business as described
in the Prospectus; and each Significant Subsidiary of the Company is
duly qualified to do business as a foreign corporation in good standing
in all other jurisdictions in which its ownership or lease of property
or the conduct of its business requires such qualification, except
where the failure to so qualify would not have a Material Adverse
Effect; all of the issued and outstanding capital stock of each
Significant Subsidiary of the Company has been duly authorized and
validly issued and is fully paid and nonassessable; and the capital
stock of each Significant Subsidiary owned by the Company, directly or
through subsidiaries, is owned free from liens, encumbrances and
defects, except to the extent pledged under that certain Amended and
Restated Credit Agreement among Core Laboratories N.V., Core
Laboratories, Inc., Core Laboratories (U.K.) Limited, Bankers Trust
Company, NationsBank, N.A. and the Bank Group dated July 18, 1997, as
amended by Amendment to Amended and Restated Credit Agreement effective
as of July 23, 1999. Exhibit A hereto is a list of all of the
"significant subsidiaries" (as such term is defined in the Rules and
Regulations) of the Company and such significant subsidiaries are
referred to herein as the "Significant Subsidiaries".
(viii) The Firm Securities and all other outstanding shares of
capital stock of the Company have been, and the Optional Securities
when issued and sold pursuant hereto will be, duly authorized and
validly issued, fully paid and nonassessable and conform to the
description thereof contained in the Prospectus; and the stockholders
of the Company have no preemptive rights with respect to the Offered
Securities.
3
<PAGE> 4
(ix) There are no outstanding securities of the Company
convertible or exchangeable into or evidencing the right to purchase or
subscribe for any shares of capital stock of the Company and there are
no outstanding or authorized options, warrants or rights of any
character obligating the Company to issue any shares of its capital
stock (except with respect to outstanding options issued pursuant to
the Company's employee and non-employee director stock option plans) or
any securities convertible or exchangeable into or evidencing the right
to purchase or subscribe for any shares of such stock. In connection
with this offering, the Company has not offered and will not offer its
Common Shares, or any other securities convertible into or exchangeable
or exercisable for Common Shares in a manner in violation of the Act.
The Company has not distributed and will not distribute any offering
material other than the Prospectus in connection with the offer and
sale of the Offered Securities.
(x) Except as disclosed in the Prospectus, there are no
contracts, agreements or understandings between the Company and any
person that would give rise to a valid claim against the Company or any
Underwriter for a brokerage commission, finder's fee or other like
payment in connection with the sale of the Offered Securities.
(xi) There are no contracts, agreements or understandings
between the Company and any person granting such person the right to
require the Company to file a registration statement under the Act with
respect to any securities of the Company owned or to be owned by such
person or to require the Company to include such securities in the
securities registered pursuant to the Registration Statement or in any
securities being registered pursuant to any other registration
statement filed by the Company under the Act that have not been
satisfied or waived prior to the date hereof.
(xii) The outstanding Common Shares are listed on The New York
Stock Exchange and the Offered Securities have been approved for
listing thereon upon official notice of issuance.
(xiii) No consent, approval, authorization, or order of, or
filing with, any governmental agency or body or any court is required
to be obtained or made by the Company for the consummation of the
transactions contemplated by this Agreement in connection with the sale
of the Offered Securities, except such as have been obtained and made
under the Act and such as may be required under state securities laws.
(xiv) The execution, delivery and performance of this
Agreement, and the consummation of the transactions herein contemplated
will not result in a breach or violation of any of the terms and
provisions of, or constitute a default under: (A) any statute, any
rule, regulation or order of any governmental agency or body or any
court, domestic or foreign, having jurisdiction over the Company or any
subsidiary of the Company or any of their properties, (B) any agreement
or instrument to which the Company or any such subsidiary is a party or
by which the Company or any such subsidiary is bound or to which any of
the properties of the Company or any such subsidiary is subject or (C)
the charter or by-laws, deeds of settlement, memorandum of association,
articles of association or other organizational documents of the
Company or any such subsidiary, except that, with respect of such
breaches, violations or defaults of the type specified in clauses (A)
and (B) which would not reasonably be expected to have, individually or
in the aggregate, a Material Adverse Effect.
(xv) This Agreement has been duly authorized, executed and
delivered by the Company.
(xvi) Except as disclosed in the Prospectus, the Company and
its Significant Subsidiaries have good and marketable title to all real
properties and all other properties and assets owned by them, in each
case free from liens, encumbrances and defects that would materially
affect the value thereof or materially interfere with the use made or
to be made thereof by them; and except as disclosed in the Prospectus,
the Company and its Significant Subsidiaries hold any leased real or
personal property under valid and enforceable leases with no exceptions
that would materially interfere with the use made or to be made thereof
by them.
4
<PAGE> 5
(xvii) The Company and its Significant Subsidiaries possess
adequate certificates, authorities or permits issued by appropriate
governmental agencies or bodies necessary to conduct the business now
operated by them and have not received any notice of proceedings
relating to the revocation or modification of any such certificate,
authority or permit that would reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.
(xviii) The Company and each of its Significant Subsidiaries
carry, or are covered by, insurance issued by insurers of recognized
financial responsibility against such losses and risks and in such
amounts as is customary for companies of comparable size engaged in a
similar business; and neither the Company nor any such Significant
Subsidiary has any reason to believe that it will not be able to renew
its existing coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue
its business at a cost that would not result in any Material Adverse
Effect or to prevent the consummation of the transactions contemplated
hereby.
(xix) No labor dispute with the employees of the Company or
any Significant Subsidiary exists or, to the knowledge of the Company,
is imminent that would be reasonably expected to have a Material
Adverse Effect.
(xx) The Company and its Significant Subsidiaries own, possess
or can acquire on reasonable terms, adequate trademarks, trade names
and other rights to inventions, know-how, patents, copyrights,
confidential information and other intellectual property (collectively,
"INTELLECTUAL PROPERTY RIGHTS") necessary to conduct the business now
operated by them, or presently employed by them, and have not received
any notice of infringement of or conflict with asserted rights of
others with respect to any intellectual property rights that would
reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect.
(xxi) Except as disclosed in the Prospectus, neither the
Company nor any of its subsidiaries is in violation of any statute, any
rule, regulation, decision or order of any governmental agency or body
or any court, domestic or foreign, relating to the use, disposal or
release of hazardous or toxic substances or relating to the protection
or restoration of the environment or human exposure to hazardous or
toxic substances (collectively, "ENVIRONMENTAL LAWS"), owns or operates
any real property contaminated with any substance that is subject to
any environmental laws, is liable for any off-site disposal or
contamination pursuant to any environmental laws, or is subject to any
claim relating to any environmental laws, which violation,
contamination, liability or claim would individually or in the
aggregate have a Material Adverse Effect; and the Company is not aware
of any pending investigation which might lead to such a claim.
(xxii) Except as disclosed in the Prospectus, there are no
pending actions, suits or proceedings against or affecting the Company,
any of its subsidiaries or any of their respective properties that
would reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect, or would materially and adversely
affect the ability of the Company to perform its obligations under this
Agreement, or which are otherwise material in the context of the sale
of the Offered Securities; and no such actions, suits or proceedings
are, to the Company's knowledge, threatened.
(xxiii) The financial statements included in each Registration
Statement and the Prospectus present fairly the financial position of
the Company and its consolidated subsidiaries as of the dates shown and
their results of operations and cash flows for the periods shown, and
such financial statements have been prepared in conformity with the
generally accepted accounting principles in the United States applied
on a consistent basis.
(xxiv) Except as disclosed in the Prospectus, since the date
of the latest audited financial statements included in the Prospectus,
there has been no material adverse change, nor any development or event
involving a prospective material adverse change, in the condition
(financial or other), business, properties or results of operations of
the Company and its subsidiaries taken as a whole, and, except as
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<PAGE> 6
disclosed in or contemplated by the Prospectus, there has been no
dividend or distribution of any kind declared, paid or made by the
Company on any class of its capital stock.
(xxv) The Company and its subsidiaries have filed all federal
state, local and foreign tax returns that have been required to be
filed and have paid all taxes indicated by said returns and all
assessments received by them or any of them to the extent that such
taxes have become due and are not being contested in good faith and for
which an adequate reserve for accrual has been established in
accordance with generally accepted accounting principles and except for
such taxes the nonpayment of which would not have a Material Adverse
Effect. All tax liabilities have been adequately provided for in the
financial statements of the Company, and the Company does not know of
any actual or proposed additional material tax assessments.
(xxvi) Arthur Andersen LLP, who have certified certain of the
financial statements filed with the Commission and incorporated by
reference in the Registration Statement, are independent public
accountants as required by the Act and the Rules and Regulations.
(xxvii) The Company has timely filed all reports required to
be filed under the Act and the Rules and Regulations and the Exchange
Act and the rules and regulations promulgated thereunder; and all such
reports, including any amendments or supplements thereto, comply in all
material respects with the provisions, as appropriate, of the Act and
the Rules and Regulations or the Exchange Act and the rules and
regulations promulgated thereunder.
(xxviii) The Company is not and, after giving effect to the
offering and sale of the Offered Securities, will not be an "investment
company" as defined in the Investment Company Act of 1940.
(xxix) To the Company's knowledge, there are no affiliations
or associations between any member of the NASD and any of the Company's
officers, directors or 5% or greater securityholders.
(xxx) Neither the Company nor any of its Significant
Subsidiaries nor, to the Company's knowledge, any officer, director or
employee purporting to act on behalf of the Company or any of its
Significant Subsidiaries has at any time: (1) made any contributions to
any candidate for political office, or failed to disclose fully any
such contributions, in violation of law; or (2) made any payment to any
state, federal or foreign governmental officer or official or other
person charged with similar public or quasi-public duties, other than
payments required or allowed by applicable law and other than has been
previously disclosed in reports filed under the Act or the Exchange
Act.
(b) Each Selling Stockholder severally represents and warrants to, and
agrees with, the several Underwriters, as of the date hereof and as of the First
Closing Date, that:
(i) Such Selling Stockholder has and on each Closing Date
hereinafter mentioned will have valid and unencumbered title to the
Offered Securities to be delivered by such Selling Stockholder on such
Closing Date and full right, power and authority to enter into this
Agreement and the Power of Attorney and Custody Agreement referred to
below and to sell, assign, transfer and deliver the Offered Securities
to be delivered by such Selling Stockholder on such Closing Date
hereunder; and upon the delivery of and payment for the Offered
Securities on each Closing Date hereunder the several Underwriters will
acquire valid and unencumbered title to the Offered Securities to be
delivered by such Selling Stockholder on such Closing Date.
(ii) This Agreement and the Power of Attorney and Custody
Agreement referred to below have been duly authorized, executed and
delivered by or on behalf of such Selling Stockholder and each
constitutes a legal, valid and binding agreement of such Selling
Stockholder and is enforceable in accordance with its terms, except as
the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or similar laws
relating to or affecting creditors' rights generally and by general
equitable principles (regardless of whether such enforceability is
considered in a
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proceeding in equity or at law) and except as rights to indemnity and
contribution hereunder and thereunder may be limited under applicable
law.
(iii) If the Effective Time of the Initial Registration
Statement is prior to the execution and delivery of this Agreement: (A)
on the Effective Date of the Initial Registration Statement, the
Initial Registration Statement conformed in all material respects to
the requirements of the Act and the Rules and Regulations and did not
include any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading, (B) on the Effective Date of the
Additional Registration Statement (if any), each Registration Statement
conformed, or will conform, in all material respects to the
requirements of the Act and the Rules and Regulations and did not
include, or will not include, any untrue statement of a material fact
and did not omit, or will not omit, to state any material fact required
to be stated therein or necessary to make the statement therein not
misleading, and (C) on the date of this Agreement, the Initial
Registration Statement and, if the Effective Time of the Additional
Registration Statement is prior to the execution and delivery of this
Agreement, the Additional Registration Statement each conforms, and at
the time of filing of the Prospectus pursuant to Rule 424(b) or (if no
such filing is required) at the Effective Date of the Additional
Registration Statement in which the Prospectus is included, each
Registration Statement and the Prospectus will conform, in all material
respects to the requirements of the Act and the Rules and Regulations,
and neither of such documents includes, or will include, any untrue
statement of a material fact or omits, or will omit, to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading. If the Effective Time of the Initial
Registration Statement is subsequent to the execution and delivery of
this Agreement: on the Effective Date of the Initial Registration
Statement, the Initial Registration Statement and the Prospectus will
conform in all material respects to the requirements of the Act and the
Rules and Regulations, neither of such documents will include any
untrue statement of a material fact or will omit to state any material
fact required to be stated therein or necessary to make the statements
therein not misleading. The two preceding sentences apply only to
statements in or omissions from a Registration Statement or the
Prospectus that are based upon written information furnished to the
Company by such Selling Stockholder specifically for use therein.
(iv) Except as disclosed in the Prospectus, there are no
contracts, agreements or understandings between such Selling
Stockholder and any person that would give rise to a valid claim
against the Company or any Underwriter for a brokerage commission,
finder's fee or other like payment in connection with this offering.
(v) Such Selling Stockholder has not taken and will not take,
directly or indirectly, any action designed to, or that has
constituted, or that might reasonably be expected to cause or result in
the stabilization or manipulation of the price of the Common Shares of
the Company and, other than as permitted by the Act, such Selling
Stockholder will not distribute any prospectus or other offering
material in connection with the offering of the Offered Securities.
3. Purchase, Sale and Delivery of Offered Securities. On the basis of
the representations, warranties and agreements herein contained, but subject to
the terms and conditions herein set forth, each Selling Stockholder agrees,
severally and not jointly, to sell to the Underwriters, and each Underwriter
agrees, severally and not jointly, to purchase from each Selling Stockholder, at
a purchase price of $ per share, that number of Firm Securities (rounded up or
down, as determined by Credit Suisse First Boston Corporation ("CSFBC") in its
discretion, in order to avoid fractions) obtained by multiplying the number of
Firm Securities set forth opposite the name of such Selling Stockholder in
Schedule A hereto by a fraction the numerator of which is the number of Firm
Securities set forth opposite the name of such Underwriter in Schedule B hereto
and the denominator of which is the total number of Firm Securities.
Certificates in negotiable form for the Offered Securities have been
placed in custody, for delivery under this Agreement, under Custody Agreements
made with various persons acting as custodians ("CUSTODIANS"). Each Selling
Stockholder agrees that the shares represented by the certificates held in
custody for the Selling Stockholders under such Custody Agreements are subject
to the interests of the Underwriters hereunder, that the arrangements made by
the Selling Stockholders for such custody are to that extent irrevocable, and
that the obligations of the Selling Stockholders hereunder shall not be
terminated by operation of law, whether by the death of any individual
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<PAGE> 8
Selling Stockholder or the occurrence of any other event, or in the case of a
trust, by the death of any trustee or trustees or the termination of such trust.
If any individual Selling Stockholder or any such trustee or trustees should
die, or if any other such event should occur, or if any of such trusts should
terminate, before the delivery of the Offered Securities hereunder, certificates
for the Offered Securities shall be delivered by the Custodian of the Offered
Securities of such Selling Stockholder in accordance with the terms and
conditions of this Agreement as if such death or other event or termination had
not occurred, regardless of whether or not the Custodian shall have received
notice of such death or other event or termination.
The Custodians will deliver the Firm Securities to the Representatives
for the accounts of the Underwriters, at the office of Vinson & Elkins L.L.P.,
2300 First City Tower, 1001 Fannin Street, Houston, Texas, against payment of
the purchase price, subject to Section 5(b)(ii) hereof, in Federal (same day)
funds by official bank check or checks or wire transfer to an account at a bank
acceptable to CSFBC drawn to the order of each of the Selling Stockholders at
the office of Vinson & Elkins L.L.P., at 10:00 A.M., New York time, on May 26,
2000, or at such other time not later than seven full business days thereafter
as CSFBC and the Custodians determine, such time being herein referred to as the
"FIRST CLOSING DATE". The certificates for the Firm Securities so to be
delivered will be in definitive form, in such denominations and registered in
such names as CSFBC requests and will be made available for checking and
packaging at the above office at least 24 hours prior to the First Closing Date.
In addition, upon written notice from CSFBC given to the Company from
time to time not more than 30 days subsequent to the date of the Prospectus, the
Underwriters may purchase all or less than all of the Optional Securities at the
purchase price per security to be paid for the Firm Securities. The Company
agrees to sell to the Underwriters the respective numbers of Optional Securities
specified in such notice. Such Optional Securities shall be purchased from the
Company for the account of each Underwriter in the same proportion as the number
of Firm Securities set forth opposite such Underwriter's name bears to the total
number of Firm Securities (subject to adjustment by CSFBC to eliminate
fractions) and may be purchased by the Underwriters only for the purpose of
covering over-allotments made in connection with the sale of the Firm
Securities. No Optional Securities shall be sold or delivered unless the Firm
Securities previously have been, or simultaneously are, sold and delivered. The
right to purchase the Optional Securities or any portion thereof may be
exercised from time to time and to the extent not previously exercised may be
surrendered and terminated at any time upon notice by CSFBC to the Company.
Each time for the delivery of and payment for the Optional Securities,
being herein referred to as an "OPTIONAL CLOSING DATE", which may be the First
Closing Date (the First Closing Date and each Optional Closing Date, if any,
being sometimes referred to as a "CLOSING DATE"), shall be determined by CSFBC
but shall be not later than five full business days after written notice of
election to purchase Optional Securities is given. The Company will deliver the
Optional Securities being purchased on each Optional Closing Date to the
Representatives for the accounts of the several Underwriters, at the office of
Vinson & Elkins L.L.P., against payment of the purchase price in Federal (same
day) funds by official bank check or checks or wire transfer to an account at a
bank acceptable to CSFBC drawn to the order of the Company, at the above office.
The certificates for the Optional Securities being purchased on each Optional
Closing Date will be in definitive form, in such denominations and registered in
such names as CSFBC requests upon reasonable notice prior to such Optional
Closing Date and will be made available for checking and packaging at the above
office at a reasonable time in advance of such Optional Closing Date.
4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Offered Securities for sale to the public as
set forth in the Prospectus.
5. Certain Agreements of the Company and the Selling Stockholders. (a)
The Company agrees with the several Underwriters and the Selling Stockholders
that:
(i) If the Effective Time of the Initial Registration
Statement is prior to the execution and delivery of this Agreement, the
Company will file the Prospectus with the Commission pursuant to and in
accordance with subparagraph (1) (or, if applicable and if consented to
by CSFBC, subparagraph (4)) of Rule 424(b) not later than the earlier
of (A) the second business day following the execution and delivery of
this Agreement or (B) the fifteenth business day after the Effective
Date of the Initial Registration Statement.
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The Company will advise CSFBC promptly of any such filing pursuant to
Rule 424(b). If the Effective Time of the Initial Registration
Statement is prior to the execution and delivery of this Agreement and
an additional registration statement is necessary to register a portion
of the Offered Securities under the Act but the Effective Time thereof
has not occurred as of such execution and delivery, the Company will
file the additional registration statement or, if filed, will file a
post-effective amendment thereto with the Commission pursuant to and in
accordance with Rule 462(b) on or prior to 10:00 P.M., New York time,
on the date of this Agreement or, if earlier, on or prior to the time
the Prospectus is printed and distributed to any Underwriter, or will
make such filing at such later date as shall have been consented to by
CSFBC.
(ii) The Company will advise CSFBC promptly of the receipt of
comments from the Commission, the request of the Commission for any
amendment or supplement or any other proposal to amend or supplement
the initial or any additional registration statement as filed or the
related prospectus or the Initial Registration Statement, the
Additional Registration Statement (if any) or the Prospectus and will
not effect such amendment or supplementation without CSFBC's consent;
and the Company will also advise CSFBC promptly of the effectiveness of
each Registration Statement (if its Effective Time is subsequent to the
execution and delivery of this Agreement) and of any amendment or
supplementation of a Registration Statement or the Prospectus and of
the institution by the Commission of any stop order proceedings in
respect of a Registration Statement and will use its best efforts to
prevent the issuance of any such stop order and to obtain as soon as
possible its lifting, if issued.
(iii) If, at any time when a prospectus relating to the
Offered Securities is required to be delivered under the Act in
connection with sales by any Underwriter or dealer, any event occurs as
a result of which the Prospectus as then amended or supplemented would
include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, or if it
is necessary at any time to amend the Prospectus to comply with the
Act, the Company will promptly notify CSFBC of such event and will
promptly prepare and file with the Commission, at its own expense, an
amendment or supplement which will correct such statement or omission
or an amendment which will effect such compliance. Neither CSFBC's
consent to, nor the Underwriters' delivery of, any such amendment or
supplement shall constitute a waiver of any of the conditions set forth
in Section 6.
(iv) As soon as practicable, but not later than the
Availability Date (as defined below), the Company will make generally
available to its securityholders an earnings statement covering a
period of at least 12 months beginning after the Effective Date of the
Initial Registration Statement (or, if later, the Effective Date of the
Additional Registration Statement) which will satisfy the provisions of
Section 11(a) of the Act. For the purpose of the preceding sentence,
"Availability Date" means the 45th day after the end of the fourth
fiscal quarter following the fiscal quarter that includes such
Effective Date, except that, if such fourth fiscal quarter is the last
quarter of the Company's fiscal year, "Availability Date" means the
90th day after the end of such fourth fiscal quarter.
(v) The Company will furnish to the Representatives copies of
each Registration Statement (seven of which will be signed and will
include all exhibits), each related preliminary prospectus, and, so
long as a prospectus relating to the Offered Securities is required to
be delivered under the Act in connection with sales by any Underwriter
or dealer, the Prospectus and all amendments and supplements to such
documents, in each case in such quantities as CSFBC may reasonably
request. The Prospectus shall be so furnished on or prior to 3:00 P.M.,
New York time, on the business day following the later of the execution
and delivery of this Agreement or the Effective Time of the Initial
Registration Statement. All other such documents shall be so furnished
as soon as available.
(vi) The Company will arrange for the qualification of the
Offered Securities for sale under the laws of such jurisdictions as
CSFBC designates and will continue such qualifications in effect so
long as required for the distribution, except that in no event shall
the Company be obligated in connection therewith to qualify as a
foreign corporation or to execute a general consent to service of
process in any jurisdiction where it is not currently so subject.
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(vii) During the period of one year hereafter, the Company
will furnish to the Representatives and, upon request, to each of the
other Underwriters, as soon as practicable after the end of each fiscal
year, a copy of its annual report to stockholders for such year; and
the Company will furnish to the Representatives (i) as soon as
available, a copy of each report and any definitive proxy statement of
the Company filed with the Commission under the Securities Exchange Act
of 1934 or mailed to stockholders, and (ii) from time to time, such
other information concerning the Company as CSFBC may reasonably
request.
(viii) For a period of 90 days after the date of the public
offering of the Offered Securities, the Company will not offer, sell,
contract to sell, pledge or otherwise dispose of, directly or
indirectly, any additional Common Shares or securities convertible into
or exchangeable or exercisable for any Common Shares, or publicly
disclose the intention to make any such offer, sale, pledge or
disposition, without the prior written consent of CSFBC, except grants
of employee stock options pursuant to the terms of a plan in effect on
the date hereof, issuances of Common Shares pursuant to the exercise of
such options or the exercise of any other employee stock options
outstanding on the date hereof. At or prior to the execution hereof,
the Company shall have delivered to the Representatives written
agreements of the persons identified on Exhibit B to the effect that
for a period of 90 days after the date of the public offering of the
Offered Securities the persons will not offer, sell, contract to sell
or otherwise dispose of, directly or indirectly, any shares of capital
stock of the Company or securities convertible into or exchangeable or
exercisable for any shares of capital stock of the Company, or publicly
disclose the intention to make any such offer, sale or disposition, or
enter into any such transaction, swap, hedge or other arrangement,
without the prior written consent of CSFBC.
(ix) The Company shall not invest, or otherwise use the
proceeds received by the Company from its sale of the Optional
Securities in such a manner as would require the Company or any of its
subsidiaries to register as an investment company under the 1940 Act.
(x) The Company will maintain a transfer agent and, if
necessary under the jurisdiction of organization of the Company, a
registrar for the Common Shares.
(xi) The Company will not take, directly or indirectly, any
action designed to cause or result in, or that has constituted or might
reasonably be expected to constitute, the stabilization or manipulation
of the price of any securities of the Company to facilitate the sale or
resale of the Offered Securities.
(b) Each Selling Stockholder agrees with the several Underwriters and
the Company that:
(i) First Britannia Mezzanine N.V. will pay all expenses
incident to the performance of the obligations of it and the
obligations of the Company (exclusive of indemnity and contribution
obligations under Section 7 hereof) under this Agreement (including the
fees and expenses of the Company's accountants and counsel), including
fees and expenses incurred in connection with the filing of the
Registration Statement, printing fees and expenses, filing fees and
other expenses (including fees and disbursements of counsel) incurred
in connection with qualification of the Offered Securities for sale
under the laws of such jurisdictions as CSFBC designates and the
printing of memoranda relating thereto, for any transfer taxes on the
sale of the Offered Securities by First Britannia Holdings N.V. to the
Underwriters and for expenses incurred in distributing preliminary
prospectuses and the Prospectus (including any amendments and
supplements thereto) to the Underwriters. Each of the Selling
Stockholders other than First Britannia Holdings N.V. will pay any
transfer taxes on the sale of the Offered Securities by such Selling
Stockholder to the Underwriters and the fees and expenses of such
Selling Stockholder's counsel.
(ii) The Selling Stockholders will indemnify and hold harmless
the Underwriters against any documentary, stamp or similar issue tax,
including any interest and penalties, on the sale of the Offered
Securities and on the execution and delivery of this Agreement. All
payments to be made by the Selling Stockholders hereunder shall be made
without withholding or deduction for or on account of any present or
future taxes, duties or governmental charges whatsoever unless the
Selling Stockholders are compelled by law to deduct or withhold such
taxes, duties or charges. In that event, the Selling Stockholders shall
pay such additional amounts as may be necessary in order that the net
amounts received after such withholding or deduction shall equal the
amounts that would have been received if no withholding or deduction
had
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been made. First Britannia Mezzanine N.V. and the Selling Stockholders
agree that any expenses or other amounts payable by First Britannia
Mezzanine N.V. or a Selling Stockholder to the several Underwriters
pursuant to subsection (b)(i) or this (b)(ii) may be withheld by the
several Underwriters from the purchase price otherwise payable to First
Britannia Holdings N.V. or such other Selling Stockholder,
respectively.
(iii) Each Selling Stockholder agrees to deliver to CSFBC,
attention: Transactions Advisory Group on or prior to the First Closing
Date a properly completed and executed United States Treasury
Department Form W-9 (or other applicable form or statement specified by
Treasury Department regulations in lieu thereof).
(iv) Each Selling Stockholder agrees, for a period of 90 days
after the date of the public offering of the Offered Securities, not to
offer, sell, contract to sell, pledge or otherwise dispose of, directly
or indirectly, any additional shares of the capital stock of the
Company or securities convertible into or exchangeable or exercisable
for any shares of such capital stock, or publicly disclose the
intention to make any such offer, sale or disposition, or enter into
any such transaction, swap, hedge or other arrangement, without the
prior written consent of CSFBC.
6. Conditions of the Obligations of the Underwriters. The obligations
of the several Underwriters to purchase and pay for the Firm Securities on the
First Closing Date and the Optional Securities to be purchased on each Optional
Closing Date will be subject to the accuracy of the representations and
warranties on the part of the Company and the Selling Stockholders herein, to
the accuracy of the statements of Company officers made pursuant to the
provisions hereof, to the performance by the Company and the Selling
Stockholders of their obligations hereunder and to the following additional
conditions precedent:
(a) The Representatives shall have received a letter, dated the date of
delivery thereof (which, if the Effective Time of the Initial Registration
Statement is prior to the execution and delivery of this Agreement, shall be on
or prior to the date of this Agreement or, if the Effective Time of the Initial
Registration Statement is subsequent to the execution and delivery of this
Agreement, shall be prior to the filing of the amendment or post-effective
amendment to the registration statement to be filed shortly prior to such
Effective Time), of Arthur Andersen LLP confirming that they are independent
public accountants within the meaning of the Act and the applicable published
Rules and Regulations thereunder and stating to the effect that:
(i) in their opinion the financial statements examined by them
and included or incorporated by reference in the Registration
Statements comply as to form in all material respects with the
applicable accounting requirements of the Act and the related published
Rules and Regulations;
(ii) to the extent that any of the following information is
included or incorporated by reference in the Registration Statements,
on the basis of a reading of the latest available interim financial
statements of the Company, inquiries of officials of the Company who
have responsibility for financial and accounting matters and other
specified procedures, nothing came to their attention that caused them
to believe that:
(A) the unaudited consolidated net sales, net income and
net income per share amounts for the three-month
period ended March 31, 2000 included in the
Prospectus do not agree with the amounts set forth in
the unaudited consolidated financial statements for
those same periods or were not determined on a basis
substantially consistent with that of the
corresponding amounts in the audited statements of
income;
(B) at the date of the latest available balance sheet
read by such accountants, or at a subsequent
specified date not more than three business days
prior to the date of such letter, there was any
change in the capital stock or any increase in
short-term indebtedness or long-term debt of the
Company and its consolidated subsidiaries or, at the
date of the latest available balance sheet read by
such accountants, there was any decrease in
consolidated net assets, as compared with amounts
shown on the latest balance sheet included in the
Prospectus; or
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(C) for the period from the closing date of the latest
income statement included in the Prospectus to the
closing date of the latest available income statement
read by such accountants there were any decreases, as
compared with the corresponding period of the
previous year, in consolidated net sales or net
operating income in the total or per share amounts of
consolidated net income;
except in all cases set forth in clauses (B) and (C) above for changes,
increases or decreases which the Prospectus discloses have occurred or
may occur or which are described in such letter; and
(iii) they have compared specified dollar amounts (or
percentages derived from such dollar amounts) and other financial
information contained in the Registration Statements (in each case to
the extent that such dollar amounts, percentages and other financial
information are derived from the general accounting records of the
Company and its subsidiaries subject to the internal controls of the
Company's accounting system or are derived directly from such records
by analysis or computation) with the results obtained from inquiries, a
reading of such general accounting records and other procedures
specified in such letter and have found such dollar amounts,
percentages and other financial information to be in agreement with
such results, except as otherwise specified in such letter.
For purposes of this subsection, (i) if the Effective Time of the
Initial Registration Statement is subsequent to the execution and
delivery of this Agreement, "REGISTRATION STATEMENTS" shall mean the
initial registration statement as proposed to be amended by the
amendment or post-effective amendment to be filed shortly prior to its
Effective Time, (ii) if the Effective Time of the Initial Registration
Statement is prior to the execution and delivery of this Agreement but
the Effective Time of the Additional Registration Statement is
subsequent to such execution and delivery, "REGISTRATION Statements"
shall mean the Initial Registration Statement and the additional
registration statement as proposed to be filed or as proposed to be
amended by the post-effective amendment to be filed shortly prior to
its Effective Time, and (iii) "PROSPECTUS" shall mean the prospectus
included in the Registration Statements. All financial statements
included in material incorporated by reference into the Prospectus
shall be deemed included in the Registration Statements for purposes of
this subsection.
(b) If the Effective Time of the Initial Registration Statement is not
prior to the execution and delivery of this Agreement, such Effective Time shall
have occurred not later than 10:00 P.M., New York time, on the date of this
Agreement or such later date as shall have been consented to by CSFBC. If the
Effective Time of the Additional Registration Statement (if any) is not prior to
the execution and delivery of this Agreement, such Effective Time shall have
occurred not later that 10:00 P.M., New York time, on the date of this Agreement
or, if earlier, the time the Prospectus is printed and distributed to any
Underwriter, or shall have occurred at such later date as shall have been
consented to by CSFBC. If the Effective Time of the Initial Registration
Statement is prior to the execution and delivery of this Agreement, the
Prospectus shall have been filed with the Commission in accordance with the
Rules and Regulations and Section 5(a) of this Agreement. Prior to such Closing
Date, no stop order suspending the effectiveness of a Registration Statement
shall have been issued and no proceedings for that purpose shall have been
instituted or, to the knowledge of any Selling Stockholder, the Company or the
Representatives, shall be contemplated by the Commission.
(c) Subsequent to the execution and delivery of this Agreement, there
shall not have occurred (i) any change, or any development or event involving a
prospective change, in the condition (financial or other), business, properties
or results of operations of the Company or its subsidiaries which, in the
judgment of a majority in interest of the Underwriters including the
Representatives, is material and adverse and makes it impractical or inadvisable
to proceed with completion of the public offering or the sale of and payment for
the Offered Securities; (ii) any downgrading in the rating of any debt
securities of the Company by any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under the Act), or any
public announcement that any such organization has under surveillance or review
its rating of any debt securities of the Company (other than an announcement
with positive implications of a possible upgrading, and no implication of a
possible downgrading, of such rating); (iii) any suspension or limitation of
trading in securities generally on the New York Stock Exchange, or any setting
of minimum prices for trading on such exchange, or any suspension of trading of
any securities of the Company on any exchange or in the over-the-counter market;
(iv) any banking moratorium declared by U.S. Federal, New York or Netherlands
authorities; or (v) any outbreak or escalation of major hostilities in which the
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United States or other jurisdiction in which the Company has offices is
involved, any declaration of war by Congress or any other substantial national
or international calamity or emergency if, in the judgment of a majority in
interest of the Underwriters including the Representatives, the effect of any
such outbreak, escalation, declaration, calamity or emergency makes it
impractical or inadvisable to proceed with completion of the public offering or
the sale of and payment for the Offered Securities.
(d) The Representatives shall have received an opinion, dated such
Closing Date (and stating that it may be relied upon by Vinson & Elkins L.L.P.,
counsel to the Company, and Fulbright & Jaworski L.L.P., counsel to the
Underwriters), of Nauta Dutilh, special Netherlands counsel to the Company, to
the effect that:
(i) The Company has been duly incorporated and is an existing
Naamloze Vennootschap in good standing under the laws of the
Netherlands, with corporate power and authority to own its properties
and conduct its business as described in the Prospectus; and the
Company is duly qualified to do business as a foreign corporation in
good standing in all other jurisdictions in which its ownership or
lease of property or the conduct of its business requires such
qualification;
(ii) The Offered Securities delivered on such Closing Date and
all other outstanding shares of the Common Stock of the Company have
been duly authorized and validly issued, are fully paid and
nonassessable and conform to the description thereof contained in the
Prospectus; and the stockholders of the Company have no preemptive
rights with respect to the Offered Securities;
(iii) There are no contracts, agreements or understandings
known to such counsel between the Company and any person granting such
person the right to require the Company to file a registration
statement under the Act with respect to any securities of the Company
owned or to be owned by such person or to require the Company to
include such securities in the securities registered pursuant to the
Registration Statement or in any securities being registered pursuant
to any other registration statement filed by the Company under the Act
that have not been waived or satisfied prior to the date hereof;
(iv) No consent, approval, authorization or order of, or
filing with, any governmental agency or body or any court is required
to be obtained or made by the Company for the consummation of the
transactions contemplated by this Agreement in connection with the sale
of the Offered Securities, except such as have been obtained and made
under the Act and such as may be required under state securities laws;
(v) The execution, delivery and performance of this Agreement
and the consummation of the transactions herein contemplated will not
result in a breach or violation of any of the terms and provisions of,
or constitute a default under: (A) any statute, any rule, regulation or
order of any governmental agency or body or any court having
jurisdiction over the Company or any Significant Subsidiary of the
Company or any of their properties, (B) any agreement or instrument to
which the Company or any such Significant Subsidiary is a party or by
which the Company or any such Significant Subsidiary is bound or to
which any of the properties of the Company or any such Significant
Subsidiary is subject, or (C) the charter or by-laws, deeds of
settlement, memorandum of association, articles of association or other
organizational documents of the Company or any such Significant
Subsidiary, except that, with respect of such breaches, violations or
defaults of the type specified in clauses (A) and (B) which would not
reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect;
(vi) This Agreement has been duly authorized, executed and
delivered by the Company;
(vii) The Optional Securities have been duly and validly
authorized by the Company for issuance and the Company has full
corporate power and authority to issue, sell and deliver the Optional
Securities; and, when the Optional Securities are issued and delivered
against payment therefor as provided in this Agreement, the Optional
Securities will have been validly issued and will be fully paid and
non-assessable, and the issuance of such Optional Securities will not
be subject to any statutory preemptive rights or similar statutory
rights or, to such counsel's knowledge, any other preemptive or similar
rights;
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(viii) The certificates for the Optional Securities are in due
and proper form under the laws of The Netherlands and the Articles of
Association of the Company and conform with the form of certificates
duly authorized by the Board of Supervisory Directors of the Company.
The form of certificates for the Optional Securities conforms to the
corporate law of the jurisdiction of the Company's organization and,
when executed and delivered in definitive form, will be sufficient to
convey the interest in the Company purported to be evidenced thereby;
and
(ix) Except as described in or contemplated by the Prospectus,
to the knowledge of such counsel, there are no outstanding securities
of the Company convertible or exchangeable into or evidencing the right
to purchase or subscribe for any shares of capital stock of the Company
and there are no outstanding or authorized options, warrants or rights
of any character obligating the Company to issue any shares of its
capital stock or any securities convertible or exchangeable into or
evidencing the right to purchase or subscribe for any shares of such
stock; and except as described in the Prospectus, to the knowledge of
such counsel, no holder of any securities of the Company or any other
person has the right, contractual or otherwise, that has not been
satisfied or effectively waived, to cause the Company to sell or
otherwise issue to them, or to permit them to underwrite the sale of,
any of the Optional Securities or the right to have any Common Shares
or other securities of the Company included in the Registration
Statement or the right, as a result of the filing of the Registration
Statement, to require registration under the Act of any shares of
Common Shares or other securities of the Company.
(e) The Representatives shall have received an opinion, dated such
Closing Date (and stating that it may be relied upon by Fulbright & Jaworski
L.L.P., counsel to the Underwriters), of Vinson & Elkins L.L.P., counsel to the
Company, to the effect that:
(i) There are no contracts, agreements or understandings known
to such counsel between the Company and any person granting such person
the right to require the Company to file a registration statement under
the Act with respect to any securities of the Company owned or to be
owned by such person or to require the Company to include such
securities in the securities registered pursuant to the Registration
Statement or in any securities being registered pursuant to any other
registration statement filed by the Company under the Act that have not
been waived or satisfied prior to the date hereof;
(ii) The Company is not and, after giving effect to the
offering and sale of the Offered Securities, will not be an "investment
company" as defined in the Investment Company Act of 1940;
(iii) The execution, delivery and performance of this
Agreement and the consummation of the transactions herein contemplated
will not result in a breach or violation of any of the terms and
provisions of, or constitute a default under: (A) any statute, any
rule, regulation or order of any governmental agency or body of the
United States, the State of Texas, the State of New York, or the State
of Delaware applicable to the Company or any Significant Subsidiary,
any of properties of the Company or any Significant Subsidiary, (B) any
material agreement or instrument identified as an exhibit to the
Registration Statement or (C) the charter or by-laws, deeds of
settlement, memorandum of association, articles of association, or
other organizational documents of the Company or any Significant
Subsidiary, except that, with respect of such breaches, violations or
defaults of the type specified in clauses (A) and (B) which would not
reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect;
(iv) The Initial Registration Statement was declared effective
under the Act as of the date and time specified in such opinion, the
Additional Registration Statement (if any) was filed and became
effective under the Act as of the date and time (if determinable)
specified in such opinion;
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<PAGE> 15
(v) The Prospectus either was filed with the Commission
pursuant to the subparagraph of Rule 424(b) specified in such opinion
on the date specified therein or was included in the Initial
Registration Statement or the Additional Registration Statement (as the
case may be);
(vi) To the knowledge of such counsel, no stop order
suspending the effectiveness of a Registration Statement or any part
thereof has been issued and no proceedings for that purpose have been
instituted or are pending or threatened under the Act;
(vii) To such counsel's knowledge, there are no material legal
or governmental proceeding pending or threatened against the Company
required to be disclosed in the Registration Statement or the
Prospectus which are not described as required;
(viii) Such counsel is not aware of any contracts or documents
required to be filed as exhibits to or incorporated by reference in the
Registration Statement or described in the Registration Statement that
are not so filed, incorporated by reference or described as required;
it being understood that such counsel need express no opinion as to the
financial statements or other financial data contained in the
Registration Statements or the Prospectus; and
(ix) This Agreement has been duly executed and delivered by
the Company.
In addition, nothing has come to the attention of such counsel
that would cause such counsel to believe that each Registration Statement and
the Prospectus, and each amendment or supplement thereto, as of their respective
effective or issue dates, did not appear on its face to comply as to form in all
material respects with the requirements of the Act and the Rules and
Regulations; and such counsel has no reason to believe that any part of a
Registration Statement or any amendment thereto, as of its effective date or as
of such Closing Date, contained any untrue statement of a material fact or
omitted to state any material fact required to be stated therein or necessary to
make the statements therein not misleading or that the Prospectus or any
amendment or supplement thereto, as of its issue date or as of such Closing
Date, contained any untrue statement of a material fact or omitted to state any
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading (it being
understood that no opinion is given as to the accuracy, completeness or fairness
of the financial statements and supporting schedules and other financial,
accounting or related statistical data included in the Registration Statement or
the exhibits thereto).
(f) The Representatives shall have received the opinion contemplated in
the Power of Attorney executed and delivered by each Selling Stockholder and
First Britannia Mezzanine N.V. and an opinion, dated such Closing Date, of the
respective counsels of the Selling Stockholders and First Britannia Mezzanine
N.V. (as applicable), to the effect that:
(i) Each Selling Stockholder had valid and unencumbered title
to the Offered Securities delivered by such Selling Stockholder on such
Closing Date and had full right, power and authority to sell, assign,
transfer and deliver the Offered Securities delivered by the such
Selling Stockholder on such Closing Date hereunder; and the several
Underwriters have acquired valid and unencumbered title to the Offered
Securities purchased by them from the Selling Stockholders on such
Closing Date hereunder;
(ii) No consent, approval, authorization or order of, or
filing with, any governmental agency or body or any court is required
to be obtained or made by any Selling Stockholder for the consummation
of the transactions contemplated by the Custody Agreement and or this
Agreement in connection with the sale of the Offered Securities sold by
the Selling Stockholders, except such as have been obtained and made
under the Act and such as may be required under state securities laws;
(iii) The execution, delivery and performance of the Custody
Agreement and this Agreement and the consummation of the transactions
therein and herein contemplated will not result in a breach or
violation of any of the terms and provisions of, or constitute a
default under, any statute, any rule, regulation or order of any
governmental agency or body or any court having jurisdiction over any
Selling
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Stockholder or any of their properties or any agreement or instrument
to which any Selling Stockholder is a party or by which any Selling
Stockholder is bound or to which any of the properties of any Selling
Stockholder is subject, or the charter or by-laws of any Selling
Stockholder which is a corporation;
(iv) The Power of Attorney and related Custody Agreement with
respect to each Selling Stockholder has been duly authorized, executed
and delivered by such Selling Stockholder and constitute valid and
legally binding obligations of each such Selling Stockholder
enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar
laws of general applicability relating to or affecting creditors'
rights and to general equity principles; and
(v) This Agreement has been duly authorized, executed and
delivered by each Selling Stockholder and by First Britannia Mezzanine
N.V.
(g) The Representatives shall have received from Fulbright & Jaworski
L.L.P., counsel for the Underwriters, such opinion or opinions, dated such
Closing Date, with respect to the incorporation of the Company, the validity of
the Offered Securities delivered on such Closing Date, the Registration
Statements, the Prospectus and other related matters as the Representatives may
require, and the Selling Stockholders and the Company shall have furnished to
such counsel such documents as they request for the purpose of enabling them to
pass upon such matters. In rendering such opinion, Fulbright & Jaworski L.L.P.
may rely as to the incorporation of the Company and all other matters governed
by Netherlands law upon the opinion of Nauta Dutilh referred to above.
(h) The Representatives shall have received a certificate, dated such
Closing Date, of the President or any Vice President and a principal financial
or accounting officer of the Company in which such officers, to the best of
their knowledge after reasonable investigation, shall state that: the
representations and warranties of the Company in this Agreement are true and
correct; the Company has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied hereunder at or prior to
such Closing Date; no stop order suspending the effectiveness of any
Registration Statement has been issued and no proceedings for that purpose have
been instituted or are contemplated by the Commission; the Additional
Registration Statement (if any) satisfying the requirements of subparagraphs (1)
and (3) or Rule 462(b) was filed pursuant to Rule 462(b), including payment of
the applicable filing fee in accordance with Rule 111(a) or (b) under the Act,
prior to the time the Prospectus was printed and distributed to any underwriter;
and, subsequent to the dates of the most recent financial statements in the
Prospectus, there has been no material adverse change, nor any development or
event involving a prospective material adverse change, in the condition
(financial or other), business, properties or results of operations of the
Company and its subsidiaries taken as a whole except as set forth in or
contemplated by the Prospectus or as described in such certificate.
(i) The Representatives shall have received a letter, dated such
Closing Date, of Arthur Andersen LLP which meets the requirements of subsection
(a) of this Section, except that the specified date referred to in such
subsection will be a date not more than three days prior to such Closing Date
for the purposes of this subsection.
(j) In the event the over-allotment option is exercised, the Optional
Securities shall have been approved for listing on the NYSE.
(k) The Lockup Agreements described in Section 5(a)(viii) and (b)(iv)
are in full force and effect.
The Selling Stockholders, First Britannia Mezzanine N.V. and the Company will
furnish the Representatives with such conformed copies of such opinions,
certificates, letters and documents as the Representatives reasonably requests.
CSFBC may in its sole discretion waive on behalf of the Underwriters compliance
with any conditions to the obligations of the Underwriters hereunder, whether in
respect of an Optional Closing Date or otherwise.
7. Indemnification and Contribution.
(a) The Company will indemnify and hold harmless each Underwriter, its
partners, directors and officers and each person, if any, who controls such
Underwriter within the meaning of Section 15 of the Act, against any losses,
claims, damages or liabilities, joint or several, to which such Underwriter may
become subject, under the Act
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<PAGE> 17
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in any Registration
Statement, the Prospectus, or any amendment or supplement thereto, or any
related preliminary prospectus, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse each Underwriter for any legal or other expenses reasonably incurred
by such Underwriter in connection with investigating or defending any such loss,
claim, damage, liability or action as such expenses are incurred; provided,
however, that the Company will not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement in or omission or alleged omission
from any of such documents in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through the
Representatives specifically for use therein, it being understood and agreed
that the only such information furnished by any Underwriter consists of the
information described as such in subsection (c) below.
(b) Each Selling Stockholder, severally and not jointly, will indemnify
and hold harmless each Underwriter, the Company and each other Selling
Stockholder, their respective partners, directors and officers and each person,
if any, who controls such Underwriter or such other Selling Stockholder within
the meaning of Section 15 of the Act, against any losses, claims, damages or
liabilities, joint or several, to which such person may become subject, under
the Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in any Registration
Statement, the Prospectus, or any amendment or supplement thereto, or any
related preliminary prospectus, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse each such person for any legal or other expenses reasonably incurred
by such Underwriter in connection with investigating or defending any such loss,
claim, damage, liability or action as such expenses are incurred; provided,
however, that the Selling Stockholders will be liable in any such case only to
the extent that any such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with
written information furnished to the Company or the Underwriters by such Selling
Stockholder specifically for use therein or arise out of or are based upon any
untrue statement or alleged untrue statement made by such Selling Stockholder in
Section 2(b) of the Agreement.
(c) Each Underwriter will severally and not jointly indemnify and hold
harmless the Company, its directors and officers and each person, if any, who
controls the Company within the meaning of Section 15 of the Act, each Selling
Stockholder and First Britannia Mezzanine N.V. against any losses, claims,
damages or liabilities to which the Company, such Selling Stockholder or First
Britannia Mezzanine N.V. may become subject, under the Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any Registration Statement, the Prospectus, or
any amendment or supplement thereto, or any related preliminary prospectus, or
arise out of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished to the Company by such Underwriter through the
Representatives specifically for use therein, and will reimburse any legal or
other expenses reasonably incurred by the Company, each Selling Stockholder and
First Britannia Mezzanine N.V. in connection with investigating or defending any
such loss, claim, damage, liability or action as such expenses are incurred, it
being understood and agreed that the only such information furnished by any
Underwriter consists of the following information in the Prospectus furnished on
behalf of each Underwriter: the concession and reallowance figures appearing in
the fourth paragraph under the caption "Underwriting".
(d) Promptly after receipt by an indemnified party under this Section
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against an indemnifying party under
subsection (a), (b) or (c) above, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under subsection (a), (b) or (c) above. In case any such action
is brought against any indemnified party and it notifies an indemnifying party
of the commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
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consent of the indemnified party, be counsel to the indemnifying party), and
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this Section for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation. No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement (i) includes
an unconditional release of such indemnified party from all liability on any
claims that are the subject matter of such action and (ii) does not include a
statement as to, or an admission of, fault, culpability or a failure to act by
or on behalf of an indemnified party.
(e) If the indemnification provided for in this Section is unavailable
or insufficient to hold harmless an indemnified party under subsection (a), (b)
or (c) above, then each indemnifying party shall contribute to the amount paid
or payable by such indemnified party as a result of the losses, claims, damages
or liabilities referred to in subsection (a), (b) or (c) above (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Selling Stockholders on the one hand and the Underwriters on the
other from the offering of the Securities or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company and the Selling Stockholders on
the one hand and the Underwriters on the other in connection with the statements
or omissions which resulted in such losses, claims, damages or liabilities as
well as any other relevant equitable considerations. The relative benefits
received by the Company and the Selling Stockholders on the one hand and the
Underwriters on the other shall be deemed to be in the same proportion as the
total net proceeds from the offering (before deducting expenses) received by the
Selling Stockholders bear to the total underwriting discounts and commissions
received by the Underwriters. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company, the Selling Stockholders or the
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such untrue statement or omission. The
amount paid by an indemnified party as a result of the losses, claims, damages
or liabilities referred to in the first sentence of this subsection (e) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any action or
claim which is the subject of this subsection (e). Notwithstanding the
provisions of this subsection (e), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the Securities underwritten by it and distributed to the public were offered to
the public exceeds the amount of any damages which such Underwriter has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations in this subsection (e) to
contribute are several in proportion to their respective underwriting
obligations and not joint.
(f) The obligations of the Company and the Selling Stockholders under
this Section shall be in addition to any liability which the Company and the
Selling Stockholders may otherwise have and shall extend, upon the same terms
and conditions, to each person, if any, who controls any Underwriter within the
meaning of the Act; and the obligations of the Underwriters under this Section
shall be in addition to any liability which the respective Underwriters may
otherwise have and shall extend, upon the same terms and conditions, to each
director of the Company, to each officer of the Company who has signed a
Registration Statement and to each person, if any, who controls the Company
within the meaning of the Act.
8. Default of Underwriters. If any Underwriter or Underwriters default
in their obligations to purchase Offered Securities hereunder on either the
First or any Optional Closing Date and the aggregate number of shares of Offered
Securities that such defaulting Underwriter or Underwriters agreed but failed to
purchase does not exceed 10% of the total number of shares of Offered Securities
that the Underwriters are obligated to purchase on such Closing Date, CSFBC may
make arrangements satisfactory to the Selling Stockholders for the purchase of
such Offered Securities by other persons, including any of the Underwriters, but
if no such arrangements are made by such Closing Date, the non-defaulting
Underwriters shall be obligated severally, in proportion to their respective
commitments hereunder, to purchase the Offered Securities that such defaulting
Underwriters agreed but failed to purchase on such Closing Date. If any
Underwriter or Underwriters so default and the aggregate number of shares of
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<PAGE> 19
Offered Securities with respect to which such default or defaults occur exceeds
10% of the total number of shares of Offered Securities that the Underwriters
are obligated to purchase on such Closing Date and arrangements satisfactory to
CSFBC and the Selling Stockholders for the purchase of such Offered Securities
by other persons are not made within 36 hours after such default, this Agreement
will terminate without liability on the part of any non-defaulting Underwriter,
the Company or the Selling Stockholders, except as provided in Section 9,
(provided that if such default occurs with respect to Optional Securities after
the First Closing Date, this Agreement will not terminate as to the Firm
Securities or any Optional Securities purchased prior to such termination). As
used in this Agreement, the term "Underwriter" includes any person substituted
for an Underwriter under this Section. Nothing herein will relieve a defaulting
Underwriter from liability for its default.
9. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Selling Stockholders, of the Company or its officers and of the several
Underwriters set forth in or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation, or statement as to the
results thereof, made by or on behalf of any Underwriter, any Selling
Stockholder, the Company or any of their respective representatives, officers or
directors or any controlling person, and will survive delivery of and payment
for the Offered Securities. If this Agreement is terminated pursuant to Section
8 or if for any reason the purchase of the Offered Securities by the
Underwriters is not consummated, the Selling Stockholders shall remain
responsible for the expenses to be paid or reimbursed by them pursuant to
Section 5 and the respective obligations of the Company, the Selling
Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect,
and if any Offered Securities have been purchased hereunder the representations
and warranties in Section 2 and all obligations under Section 5 shall also
remain in effect. If the purchase of the Offered Securities by the Underwriters
is not consummated for any reason other than solely because of the termination
of this Agreement pursuant to Section 8 or the occurrence of any event specified
in clause (iii), (iv) or (v) of Section 6(c), the Selling Stockholders will
jointly and severally, reimburse the Underwriters for all out-of-pocket expenses
(including fees and disbursements of counsel) reasonably incurred by them in
connection with the offering of the Offered Securities.
10. Certain Agreements of First Britannia Mezzanine N.V. First
Britannia Mezzanine N.V., which is the holder of all of the outstanding capital
stock of First Britannia Holdings N.V., is made a party to this Agreement and
agrees that it is making all representations and warranties and shall be bound
by all covenants and agreements of First Britannia Holdings N.V., specifically
including, without limitation: (i) the representations and warranties set forth
in Section 2(b) hereof, (ii) the reimbursement expenses set forth in Section
5(b)(i) and (ii) hereof and (iii) indemnification and contribution as provided
in Section 7 hereof.
11. Notices. All communications hereunder will be in writing and, if
sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed
to the Representatives, c/o Credit Suisse First Boston Corporation, Eleven
Madison Avenue, New York, NY 10010-3629, Attention: Investment Banking
Department--Transactions Advisory Group, or, if sent to the Company, will be
mailed, delivered or telegraphed and confirmed to it c/o Core Laboratories,
Inc., 5295 Hollister Road, Houston, Texas 77040, Attention: John D. Denson, or,
if sent to the Selling Stockholders will be mailed, delivered or telegraphed and
confirmed to, each Selling Stockholder at the address set forth on the signature
page hereto; provided, however, that any notice to an Underwriter pursuant to
Section 7 will be mailed, delivered or telegraphed and confirmed to such
Underwriter.
12. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective personal representatives
and successors and the officers and directors and controlling persons referred
to in Section 7, and no other person will have any right or obligation
hereunder.
13. Representation. The Representatives will act for the several
Underwriters in connection with the transactions contemplated by this Agreement,
and any action under this Agreement taken by the Representatives jointly or by
CSFBC will be binding upon all the Underwriters. The person indicated as
signatory for each Selling Stockholder on the signature page attached hereto
will act for such Selling Stockholder in connection with such transactions, and
any action under or in respect of this Agreement taken by such person on behalf
of the respective Selling Stockholder will be binding upon such Selling
Stockholder.
14. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.
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15. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS.
The Company hereby submits to the non-exclusive jurisdiction of the
Federal and state courts in the Borough of Manhattan in The City of New York in
any suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.
The obligation of the Company or any Selling Stockholder in respect of
any sum due to any Underwriter shall, notwithstanding any judgment in a currency
other than United States dollars, not be discharged until the first business
day, following receipt by such Underwriter of any sum adjudged to be so due in
such other currency, on which (and only to the extent that) such Underwriter may
in accordance with normal banking procedures purchase United States dollars with
such other currency; if the United States dollars so purchased are less than the
sum originally due to such Underwriter hereunder, the Company and such Selling
Stockholder agree, as a separate obligation and notwithstanding any such
judgment, to indemnify such Underwriter against such loss. If the United States
dollars so purchased are greater than the sum originally due to such Underwriter
hereunder, such Underwriter agrees to pay to the Company or such Selling
Stockholder an amount equal to the excess of the dollars so purchased over the
sum originally due to such Underwriter hereunder.
20
<PAGE> 21
If the foregoing is in accordance with the Representatives'
understanding of our agreement, kindly sign and return to the Company one of the
counterparts hereof, whereupon it will become a binding agreement among the
Selling Stockholders, the Company and the several Underwriters in accordance
with its terms.
Very truly yours,
Address: FIRST BRITANNIA MEZZANINE N.V.
De Ruyterkade 62 FIRST BRITANNIA HOLDINGS N.V.
Curacao, Netherlands Antilles
By
----------------------------------
Jacobus Shouten,
Attorney-in-Fact
Address: ROBERT P. ANDREWS
The Andrews Group International
1800 Augusta, Suite 200
Houston, Texas 77057
By
----------------------------------
Richard L. Bergmark,
Attorney-in-Fact
Address: GAS RESEARCH INSTITUTE
8600 West Bryn Mawr Avenue
Chicago, Illinois 60631-3562
By
----------------------------------
Richard L. Bergmark,
Attorney-in-Fact
Address: CHRISTOPHER C. PAYTON
TomoSeis Corporation
1650 West Sam Houston Parkway North
Houston, Texas 77043-3115
By
----------------------------------
Richard L. Bergmark,
Attorney-in-Fact
Address: TERRY JBEILI
TomoSeis Corporation
1650 West Sam Houston Parkway North
Houston, Texas 77043-3115
By
----------------------------------
Richard L. Bergmark,
Attorney-in-Fact
21
<PAGE> 22
Address: ESTATE OF PAUL J. CERNOCK
c/o Thomas Osa Harris ESTATE OF ELIZABETH M. CERNOCK
10405 Town and Country Way
Suite 211
Houston, Texas 77024
By
----------------------------------
Thomas Osa Harris,
Attorney-in-Fact
Address: RANDALL S. MILLER
Reservoirs, Inc.
1151 Brittmore Road
Houston, Texas 77043
By
----------------------------------
Richard L. Bergmark,
Attorney-in-Fact
Address: JAMES W. RECTOR, III
210 Arlington Avenue
Kensington, California 94707
By
----------------------------------
Richard L. Bergmark,
Attorney-in-Fact
CORE LABORATORIES N.V.
By
----------------------------------
Name:
Title:
The foregoing Underwriting Agreement is hereby
confirmed and accepted as of the date first above
written.
Acting on behalf of themselves and as the
Representatives of the several
Underwriters.
By CREDIT SUISSE FIRST BOSTON CORPORATION
By
----------------------------------
Name:
Title:
By SALOMON SMITH BARNEY INC.
By
----------------------------------
Name:
Title:
22
<PAGE> 23
SCHEDULE A
<TABLE>
<CAPTION>
NUMBER OF
NUMBER OF OPTIONAL
FIRM SECURITIES SECURITIES
SELLING STOCKHOLDER TO BE SOLD TO BE SOLD
------------------- ---------------- -----------
<S> <C> <C>
First Britannia Holdings N.V. 4,202,534 -0-
Robert Andrews 350,000 -0-
Gas Research Institute 44,390 -0-
Christopher C. Payton 42,700 -0-
Terry Jbeili 42,100 -0-
Estate of Paul J. Cernock 36,227 -0-
Estate of Elizabeth M. Cernock 36,227 -0-
Randall S. Miller 20,000 -0-
James W. Rector, III 12,000 -0-
------------ ------
Total............................................ 4,786,178 -0-
============ ======
</TABLE>
23
<PAGE> 24
SCHEDULE B
<TABLE>
<CAPTION>
NUMBER OF
FIRM SECURITIES
UNDERWRITER TO BE PURCHASED
----------- ---------------
<S> <C>
Credit Suisse First Boston Corporation
Salomon Smith Barney Inc.
Deutsche Banc Alex. Brown
CIBC World Markets Corp.
Dain Rauscher Incorporated
Morgan Keegan & Company, Inc.
---------------
Total...................................... 4,786,178
===============
</TABLE>
24
<PAGE> 25
EXHIBIT A
SIGNIFICANT SUBSIDIARIES
Core Laboratories, Inc.
Saybolt International B.V.
Saybolt, Inc.
ProTechnics Company
Core Laboratories International B.V.
25
<PAGE> 26
EXHIBIT B
ADDITIONAL PERSONS TO ENTER INTO
LOCKUP AGREEMENTS
Stephen D. Weinroth
David M. Demshur
Richard L. Bergmark
Joseph R. Perna
John D. Denson
Timothy J. Probert
Bob G. Agnew
James A. Read
Monty L. Davis
Randall D. Keys
Jacobus Schouten
Rene R. Joyce
D. John Ogren
Alexander Vriesendorp
26
<PAGE> 1
EXHIBIT 5.1
Credit Suisse First Boston Corporation
Salomon Smith Barney, Inc.
Deutsche Bank Alex Brown
CIBC World Markets Corp.
Dain Rauscher Incorporated
Morgan Keegan & Company, Inc.,
as representatives of the several underwriters,
c/o Credit Suisse First Boston Corporation
Eleven Madison Avenue
NEW YORK, NY 10010-3629
United States of America
Rotterdam, 23 May 2000
Chris Fonteijn, advocaat
telephone : +031 10 224 03 71
fax : +031 10 224 00 57
e-mail : [email protected]
Dear Sirs,
We have acted as Netherlands legal counsel to Core Laboratories N.V., a public
company with limited liability incorporated under the laws of the Netherlands
("the Company"), in connection with the registration statement on Form S-3
(Registration No. 333-36042) filed by the Company with the Securi-
<PAGE> 2
-2-
ties and Exchange Commission ("the Commission") on 1st May 2000 ("the
Registration Statement"), as amended by Amendment No. 1 filed on 23 May 2000, in
connection with the registration under the Securities Act of 1933, as amended,
of 5,504,105 common shares in the capital of the Company ("Common Shares").
For the purpose of rendering this opinion we have examined and relied only on
the following documents:
(a) a faxed copy of the Registration Statement;
(b) a faxed copy of a draft of Amendment No. 1 to the Registration Statement;
(c) a faxed copy of the prospectus included in such Registration Statement
("the Prospectus"); and
(d) copies of the following documents in relation to the Company:
1. a photocopy of 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 photocopy of 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 public company with limited
liability ("naamloze vennootschap");
3. a photocopy of a notarial deed dated 2 July 1998, providing for the
amendment of the articles of association of the Company with a copy
of the latest articles of association of the Company;
<PAGE> 3
-3-
4. a faxed copy of the resolution of the Board of Supervisory Directors
of the Company dated 10 December 1999 authorizing, inter alia, the
issue of 627,930 shares for the acquisition of TomoSeis Corporation
with a faxed copy of the certificate of the Company's secretary dated
7 January 2000 certifying that the aforementioned copy is a true,
accurate and complete copy of the resolutions adopted by the
Supervisory Board on 10 December 1999;
5. a faxed copy of the resolution of the Board of Supervisory Directors
of the Company dated 6 May 1999 authorizing, inter alia, the
issue of up to 300,000 shares for the acquisition of Reservoirs, Inc.
with a faxed copy of the certificate of the Company's secretary dated
26 July 1999 certifying that the aforementioned copy is a true,
accurate and complete copy of the resolutions adopted by the
Supervisory Board on 6 May 1999;
6. a faxed copy of a draft of a resolution of the Board of Supervisory
Directors of the Company authorizing, inter alia, the option to issue
up to 750,000 additional shares to certain underwriters;
the documents referred to in (a) (b) and (c) above are hereinafter referred to
as: "the Documents" and the documents referred to in paragraph (d) above as "the
Certificates".
In rendering this opinion, we have assumed that:
(i) the genuineness of all signatures to all Documents and Certificates,
the completeness and the conformity to the original documents of all
Documents and Certificates submitted to us as faxed copies or
photocopies and the authenticity of such original documents;
<PAGE> 4
-4-
(ii) the accuracy, validity and binding effect of the Documents and the
matters certified or evidenced thereby under any applicable law other
than Netherlands law;
(iii) the resolutions referred to in items 4 and 5 above under c are in
full force and effect and are adopted without any change and the
resolution referred to in item 6 above under d will be executed,
substantially in the form of the draft referred to above;
(iv) the statements as mentioned in Article 2:94b Dutch Civil Code with
respect to the contribution in kind for the acquisition of TomoSeis
Corporation and Reservoirs Inc. as referred to in items 4 and 5
above under d will be issued.
This opinion shall be governed by and construed and have effect 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 matters of fact, tax law,
anti-trust law or international law, including, without limitation, the law of
the European Community. Any liability of our firm, its members and its employees
in connection with this opinion shall be limited to the amount which is paid out
in the matter concerned under our firms professional liability policies.
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 or
sold by the selling shareholders referred to in the Registration
Statement, as reflected in the
<PAGE> 5
-5-
Registration Statement, consisting of a maximum of 5,504,105 common
shares, when issued by the Company or sold by the said selling
shareholders, as applicable, in the manner and on the terms as referred
to in the Registration Statement and the Prospectus, will be duly and
validly issued and, subject to payment for such shares issued by the
Company, such shares will be fully paid and non-assessable.
The opinion expressed above is subject to the following qualification:
We have assumed that any foreign law which may apply with respect to
the Documents or the transactions contemplated thereby would not be
such as to affect the opinion expressed herein.
This opinion is addressed to you. It may not be relied upon by any other person
or company and without our prior written consent its contents may not be
disclosed, save to your legal advisors who may rely upon this opinion as though
it were addressed to them. We consent to the inclusive of this opinion as an
exhibit to the Registration Statement. We further consent to all references to
us in the Registration Statement, the Prospectus and any amendments or
supplements thereto.
Yours sincerely,
NAUTA DUTILH
/s/ CHRIS A. FONTEIJN
--------------------------------------------
Chris A. Fonteijn,
advocaat
<PAGE> 1
EXHIBIT 10.24
INDEMNIFICATION AGREEMENT
This INDEMNIFICATION AGREEMENT (this "Agreement"), dated as of [__________,
2000], by and between CORE LABORATORIES N.V., a Netherlands public limited
liability company (the "Company"), and the persons set forth on the signature
page hereto under the heading "INDEMNITEE" (each an "Indemnitee" and
collectively, the "Indemnitees"),
WITNESSETH:
WHEREAS, highly competent persons are becoming more reluctant to serve
corporations as directors, officers, agents, fiduciaries or in other capacities
unless such persons are provided with adequate protection through insurance and
adequate indemnification against inordinate risks of claims and actions against
such persons arising out of such persons' service to and activities on behalf of
such corporations;
WHEREAS, the Company desires that the Indemnitees provide services to the
Company and believes that by providing such services Indemnitees will benefit
the Company directly;
WHEREAS, as a condition precedent to providing such services to the Company
the Indemnitees are requiring that the Company enter into this Agreement with
the Indemnitees to provide for the indemnification of, and the advancement of
certain expenses to, such Indemnitees to cover certain liabilities and expenses
that may be incurred by the Indemnitees in connection with each such
Indemnitees' service to and activities on behalf of the Company; and
WHEREAS, in order to induce the Indemnitees to provide services to the
Company, the Company has deemed it to be in its best interest to enter into this
Agreement with the Indemnitees;
NOW, THEREFORE, in consideration of each such Indemnitee agreement to
provide services to the Company, the mutual premises contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto stipulate and agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 "Affiliate" shall mean any corporation, general partnership,
limited partnership, limited liability company, joint venture, trust, or other
enterprise (i) in which the Company owns, either directly or indirectly, fifty
percent (50%) or more of the outstanding voting capital stock or other equity
interest or (ii) over which the Company, either directly or indirectly,
exercises, or has the ability to exercise, control or dominion, including,
without limitation, serving as general partner of a partnership and a manager or
member, or both, of a limited liability company.
<PAGE> 2
SECTION 1.02 "Agreement" shall have the meaning set forth in the Preamble
hereto.
SECTION 1.03 "Applicable Law" means (a) any United States Federal, state,
local or foreign law, statute, rule, regulation, order, writ, injunction,
judgment, decree or permit of any Governmental Authority and (b) any rule or
listing requirement of any applicable national stock exchange or listing
requirement of any national stock exchange or Commission recognized trading
market on which securities issued by the Company are listed or quoted.
SECTION 1.04 "Board" means the Board of Supervisory Directors of the
Company.
SECTION 1.05 "Change in Control" shall have occurred if (i) an event
occurs, in respect of the Company, that the Company would be required to report
in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to
any similar item on any successor schedule or form to said Schedule 14A)
promulgated under the Exchange Act, whether or not the Company is then subject
to such reporting requirement; (ii) any "person" (as such term is used in
Section 13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 35% or more of the combined voting power
of the Company's then outstanding securities without the prior approval of at
least two-thirds of the Directors in office immediately prior to such person
attaining such percentage ownership interest; (iii) there occurs a proxy contest
the result of which is that the Directors in office immediately prior to any
shareholder action relating to such proxy contest constitute less than a
majority of the Directors immediately thereafter; (iv) during any period of two
consecutive years, other than as a result of an event described in clause (iii)
of this definition, individuals who at the beginning of such period constituted
the Board (or who were subsequently elected with approval of at least two-thirds
of the Directors still in office who were Directors at the beginning of such
period) cease for any reason to constitute at least a majority of the Directors;
or (v) the stockholders of the Company approve (x) a merger or consolidation of
the Company with any other person (other than a merger or consolidation which
would result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent, either by remaining outstanding or by
being converted into voting securities of the surviving entity, at least 80% of
the combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation),
(y) a plan of complete liquidation of the Company or (z) an agreement or
agreements for the sale or disposition, in a single transaction or a series of
related transactions, by the Company of all or substantially all of its property
and assets. Notwithstanding the foregoing, events otherwise constituting a
Change in Control in accordance with clauses (i), (ii) or (v) above shall not
constitute a Change in Control if such events are approved, recommended or
supported by two-thirds of the Directors in actions taken prior to, and with
respect to, such events.
SECTION 1.06 "Commission" shall mean the United States Securities and
Exchange Commission.
SECTION 1.07 "Company" shall have the meaning set forth in the Preamble
hereto.
SECTION 1.08 "Director" or "Directors" means a member of the Board.
-2-
<PAGE> 3
SECTION 1.09 "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.
SECTION 1.10 "Indemnitee" or "Indemnitees" shall have the meaning set forth
in the Preamble hereto.
SECTION 1.11 "Person" means any individual, firm, partnership, corporation,
limited liability company, association, joint-stock company, unincorporated
organization, joint venture, trust, court, governmental agency or any political
subdivision thereof, or any other entity.
SECTION 1.12 "Securities Act" shall mean the Securities Act of 1933, as
amended and the rules and regulations of the Commission promulgated thereunder.
ARTICLE II
INDEMNIFICATION
To the full extent permitted by law, the Company agrees to indemnify and
hold each such Indemnitee harmless:
(a) from and against any and all losses, liabilities, including liabilities
under the Federal securities laws, claims, damages and expenses whatsoever
arising out of (i) any event or occurrence related to the fact that such
Indemnitee is or was a director, officer, employee, agent or fiduciary of the
Company or an Affiliate of the Company, or both, or is or was serving at the
request of the Company as a director, officer, employee, agent or fiduciary of
another Person or by reason of any action or inaction on the part of such
Indemnitee while serving in such capacity and (ii) any untrue statement or
alleged untrue statement of a material fact contained in a registration
statement filed under the Securities Act, including the information deemed to be
part of a registration statement pursuant to Rule 430A(b) under the Securities
Act, if applicable, or the omission or alleged omission therefrom of a material
fact required to be stated therein or necessary to make the statements therein
not misleading or arising out of any untrue statement or alleged untrue
statement of a material fact contained in any prospectus, preliminary or
otherwise (or any amendment or supplement thereto), or the omission or alleged
omission therefrom of a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading; and
(b) from and against any and all expenses whatsoever (including fees and
expenses of counsel selected as provided herein), reasonably incurred in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any event, occurrence, action or
inaction, untrue statement or omission, or any alleged untrue statement or
omission, described in clause (a) above to the extent that such expenses are not
paid under clause (a) above.
-3-
<PAGE> 4
ARTICLE III
INDEMNIFICATION OF ESTATE
If an Indemnitee is entitled to indemnification pursuant to the terms
hereof, and such Indemnitee is deceased, the Company shall indemnify such
Indemnitee's estate and such Indemnitee's spouse, heirs, administrators, and
executors against, and the Company shall, and does hereby agree to, assume any
and all expenses (including attorneys' fees), penalties and fines actually
incurred by or for such Indemnitee or such Indemnitee's estate in connection
with the investigation, defense, settlement or appeal of any such action, suit
or proceeding. Further, when requested in writing by the spouse of such
Indemnitee or the heirs, executors or administrators of such Indemnitee's
estate, or all of them, the Company shall provide appropriate evidence of this
Agreement to indemnify such Indemnitee against and to assume such costs,
liabilities, and expenses.
ARTICLE IV
PARTIAL INDEMNIFICATION
If the Company or an Affiliate of the Company becomes obligated to
indemnify an Indemnitee under any provision of this Agreement for some or a
portion of the expenses (including attorneys' fees), judgments, fines, or
amounts paid in settlement actually incurred by or for such Indemnitee in the
investigation, defense, appeal or settlement of such action, suit, or proceeding
but not, however, for all of the total amount thereof, the Company or an
Affiliate of the Company shall indemnify such Indemnitee against the portion
thereof to which such Indemnitee is entitled.
-4-
<PAGE> 5
ARTICLE V
PAYMENT OF CLAIMS;
DETERMINATION OF INDEMNIFICATION RIGHTS
SECTION 5.01 DETERMINATION OF RIGHT TO INDEMNIFICATION. Anything contained
elsewhere herein to the contrary notwithstanding, a determination as to whether
an Indemnitee is entitled, partially or fully, to indemnification hereunder and
the reasonableness of any amount sought by such Indemnitee shall be made by the
Board pursuant to a vote by a majority of those Directors not a party to such
action, suit or proceeding; provided, however, that if such a majority is
unobtainable, the Board shall, pursuant to a vote by a majority of the
independent Directors (as determined according to the rules and regulations of
the New York Stock Exchange regarding independent directors in effect as of the
date of such vote) appoint independent legal counsel (which counsel may be the
outside counsel regularly employed by the Company), which counsel shall issue a
written opinion stating whether such Indemnitee is entitled to indemnification
as provided herein. The fees and expenses of counsel in connection with making
said determination shall be paid by the Company and, if requested by such
counsel, the Company shall give such counsel an appropriate written agreement
with respect to the payment of its fees and expenses and such other matters as
may be reasonably requested by counsel. The provisions of this Section 5.01 are
intended to avoid dispute between the Company and the Indemnitees and to further
secure such Indemnitees' rights hereunder and accordingly (i) a determination
that an Indemnitee is entitled to indemnification shall be conclusive as against
the Company; and (ii) a determination that an Indemnitee is not entitled to
indemnification shall in no way limit such Indemnitee's rights to compel
performance by the Company hereunder by appropriate legal proceedings pursuant
to Section 5.03.
SECTION 5.02 CLAIMS FOR INDEMNIFICATION. Indemnitees shall submit any and
all claims for indemnification or requests for advances covered by this
Agreement to the Company in writing. Such written claim or request shall contain
sufficient information to reasonably inform the Company about the nature and
extent of the indemnification or advance sought by such Indemnitee.
SECTION 5.03 JUDICIAL REVIEW OF INDEMNIFICATION. Notwithstanding the
provisions of Section 5.01, an Indemnitee may, either before or within two years
after a determination regarding such Indemnitee's right to indemnification has
been made pursuant to Section 5.01, petition a court of competent jurisdiction
to determine whether such Indemnitee is entitled to indemnification pursuant to
the provisions hereof, and such court shall thereupon have the exclusive
authority to make such determination unless and until such court dismisses or
otherwise terminates such action without having made such determination. Such
court shall make an independent determination of whether such Indemnitee is
entitled to indemnification pursuant to the terms hereof, and, if so, the extent
of such indemnification. If such court shall determine that such Indemnitee is
entitled to indemnification hereunder as to any claim, issue, or matter involved
in the action, suit or proceeding with respect to which there has been no prior
determination pursuant hereto or with respect to which there has been a prior
determination pursuant hereto that Indemnitee was not entitled, or was only
partially entitled, to indemnification hereunder, the Company shall pay all
expenses (including reasonable attorneys' fees) actually incurred by such
Indemnitee in connection with such judicial determination, as well as the amount
of indemnification specified by such court (to the extent that
-5-
<PAGE> 6
such indemnification has not already been paid). The Company hereby submits to
the non-exclusive jurisdiction of the state and federal courts of Texas and the
courts of the Netherlands in any action or proceeding arising out of or relating
to this Section 5.03.
ARTICLE VI
ADDITIONAL INDEMNIFICATION RIGHTS; NON EXCLUSIVITY
SECTION 6.01 SCOPE. The Company hereby agrees to indemnify the Indemnitees
to the fullest extent permitted by law, notwithstanding that such
indemnification is not specifically authorized by the other provisions of this
Agreement, the Company's Articles of Association or by statute. In the event of
any change after the date hereof in any applicable law, statute or rule which
expands the right of a Netherlands corporation to indemnify its or any of its
Affiliate's directors, officers, agents or fiduciaries, it is the intent of the
parties hereto that the Indemnitees shall enjoy by this Agreement the greater
benefits afforded by such change. In the event of any change in any applicable
law, statute or rule which narrows the right of a Netherlands corporation to
indemnify its or any of its Affiliate's directors, officers, agents or
fiduciaries, such change, to the extent not otherwise required by such law,
statute or rule to be applied to this Agreement, shall have no effect on this
Agreement or the parties' rights and obligations hereunder.
SECTION 6.02 NON EXCLUSIVITY. The indemnification provided by this
Agreement shall be in addition to any rights to which an Indemnitee may be
entitled under the Company's Articles of Association, any agreement, any vote of
the stockholders or independent Directors of the Company, the Applicable Law of
The Netherlands or otherwise. The indemnification provided hereunder shall
continue as to each such Indemnitee for any action taken or not taken while
serving as a director, officer, employee, agent or fiduciary of the Company or
while serving at the request of the Company as a director, officer, employee,
agent, or fiduciary of another Person even though such Indemnitee may have
ceased to serve in such capacity.
SECTION 6.03 MUTUAL ACKNOWLEDGMENT. The Company and the Indemnitees
acknowledge that insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, employees, agents and
fiduciaries of the Company pursuant to this Agreement, or otherwise, the Company
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. The Indemnitees understand and acknowledge that in the event that
a claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director or officer in the
successful defense of any action, suit or proceeding) is asserted by such
director or officer in connection with the capital stock or other equity
interest of the Company or an Affiliate of the Company, or both, registered, the
Company 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.
-6-
<PAGE> 7
ARTICLE VII
CHANGE IN CONTROL
If a Change in Control has not occurred after the date hereof, the
determination of the (i) rights of an Indemnitee to indemnification and payment
of expenses under this Agreement and (ii) the evaluation of the reasonableness
of amounts claimed by such Indemnitee shall be made in accordance with the
provisions of Section 5.01 or in such other manner as may be required by
applicable law. If a Change in Control has occurred after the date hereof, such
determination and evaluation shall be made by a special independent counsel
(which may be the outside counsel regularly employed by the Company) selected by
such Indemnitee and approved by the Company, which approval shall not be
unreasonably withheld.
ARTICLE VIII
SUBROGATION
In the event the Company becomes obligated hereunder to indemnify any such
Indemnitee, the Company shall be subrogated to all rights of recovery of such
Indemnitee, who shall execute any and all documents, instruments and papers and
take any and all actions as may be reasonably requested by the Company to
implement such subrogation rights. The foregoing sentence notwithstanding, the
Company shall be entitled to subrogation from such Indemnitee only to the extent
necessary to recover payments made, if any, by the Company to or on behalf of
such Indemnitee.
ARTICLE IX
LIMITATION OF ACTIONS; RELEASE OF CLAIMS
No legal action shall be brought and no cause of action shall be asserted
by or on behalf of the Company, or any of its Affiliates, against an Indemnitee,
or the spouse, heirs, executors, or administrators of such Indemnitee after the
expiration of two years from the date such Indemnitee ceases (for any reason) to
serve in any one or more of the capacities covered by this Agreement, and any
claim or cause of action of the Company, or any of its Affiliates, shall be
extinguished and deemed released unless such claim is asserted in a filing,
properly made, with a court of competent jurisdiction within such two year
period.
ARTICLE X
LIMITATION OF INDEMNIFICATION RIGHTS
The Company shall not be liable hereunder to make any payment in connection
with any claim made against an Indemnitee:
-7-
<PAGE> 8
(a) for which payment is actually made to such Indemnitee under a valid and
collectible insurance policy, such insurance policy was provided by the Company
on behalf of such Indemnitee or otherwise, except in respect of any excess of
any claim over the amount received pursuant to such insurance policy;
(b) for which such Indemnitee has already been indemnified by the Company
or any of its Affiliates, otherwise than pursuant to this Agreement;
(c) resulting from or arising out of or in connection with the knowingly
fraudulent, deliberatively dishonest or willful misconduct of such Indemnitee;
and
(d) for which indemnification under this Agreement is determined, upon
final adjudication by a court of competent jurisdiction, to be unlawful and
violative of public policy.
ARTICLE XI
PARTICIPATION BY THE COMPANY
SECTION 11.01 PARTICIPATION. With respect to any such claim, action, suit,
proceeding or investigation as to which an Indemnitee notifies the Company of
the commencement thereof:
(a) the Company will be entitled to participate therein at its own expense;
and
(b) except as otherwise provided below, to the extent that it may wish, the
Company (jointly with any other indemnifying party similarly notified) will be
entitled to assume the defense thereof, with counsel satisfactory to such
Indemnitee. After receipt of notice from the Company to such Indemnitee of the
Company's election so to assume the defense thereof, the Company will not be
liable to such Indemnitee under this Agreement for any legal or other expenses
subsequently incurred by such Indemnitee in connection with the defense thereof
other than reasonable costs of investigation or as otherwise provided below.
Such Indemnitee shall have the right to employ his own counsel in such action,
suit, proceeding or investigation but the fees and expenses of such counsel
incurred after receipt of notice from the Company of its assumption of the
defense thereof shall be at the expense of such Indemnitee unless (i) the
employment of counsel by such Indemnitee has been authorized by the Company,
(ii) such Indemnitee shall have reasonably concluded that there may be a
conflict of interest between the Company and such Indemnitee in the conduct of
the defense of such action, or (iii) the Company shall not in fact have employed
counsel to assume the defense of such action, in each of which cases the fees
and expenses of counsel employed by such Indemnitee shall be subject to
indemnification pursuant to the terms of this Agreement. The Company shall not
be entitled to assume the defense of any action, suit, proceeding or
investigation brought in the name of or on behalf of the Company or as to which
such Indemnitee shall have made the conclusion provided for in (ii) above.
SECTION 11.01 SETTLEMENTS WITHOUT CONSENT. The Company shall not be
obligated to indemnify Indemnitee under this Agreement for any amounts paid in
settlement of any action or
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claim where such settlement effected without the Company's written consent,
which consent shall not be unreasonably withheld. The Company shall not settle
any action or claim in any manner which would impose any significant
unindemnified penalty or limitation on an Indemnitee without such Indemnitee's
written consent, which consent shall not be unreasonably withheld.
ARTICLE XII
ADVANCES
SECTION 12.01 ADVANCES. In the event of any action, suit or proceeding,
whether threatened or pending, to which Indemnitee is, or may become, a party or
in which such Indemnitee is involved that may give rise to a right of
indemnification hereunder, following written request to the Company by such
Indemnitee, the Company shall promptly pay to such Indemnitee amounts to cover
expenses reasonably incurred by such Indemnitee in such proceeding in advance of
its final disposition. Such payments will be made upon the receipt by the
Company of (a) a written undertaking executed by or on behalf of such Indemnitee
providing that (i) Indemnitee will repay the advance if it shall ultimately be
determined that such Indemnitee is not entitled to be indemnified by the Company
as provided herein and (ii) such Indemnitee has complied with the terms and
conditions of Section 13.02, and (b) evidence as to the amount of such expenses,
provided that such evidence is deemed satisfactory to the Company.
SECTION 12.02 REPAYMENT OF ADVANCES OR OTHER EXPENSES. The Indemnitees
agree, severally and not jointly, that such Indemnitees shall reimburse the
Company for all expenses paid by the Company in defending any civil, criminal,
administrative or investigative action, suit or proceeding against such
Indemnitees in the event and only to the extent that (i) it shall be determined
pursuant to the provisions of this Agreement or by final judgment or other final
adjudication under the provisions of any Applicable Law that Indemnitee is not
entitled to be indemnified by the Company for such expenses or (ii) an Affiliate
has also paid such expenses.
ARTICLE XIII
OTHER RIGHTS AND REMEDIES
SECTION 13.01 NO LIMITATION. Except as provided in Article X, any
indemnification or advance payment of expenses made pursuant hereto shall be in
addition to any other rights of indemnification to which an Indemnitee may be
entitled under this Agreement, any provision of Applicable Law, the Articles of
Association of the Company, or any other agreement, or pursuant to a vote of a
majority of the independent Directors (as determined according to the rules and
regulations of the New York Stock Exchange regarding independent directors in
effect as of the date of such vote).
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SECTION 13.02 OTHER AGREEMENTS. Notwithstanding anything to the contrary
contained elsewhere herein, an Indemnitee shall not make, and the Company shall
not be obligated to pay, any claim for indemnification or an advancement of
expenses hereunder, or both, that is also covered, either partially or fully, by
a governing instrument of, or an agreement by, an Affiliate or the Company. An
Indemnitee need only give a single notice under Section 5.02 to the Company and
need not make claim specifically against an Affiliate, and may look to the
Company for the payment of amounts due hereunder, the purpose of this Section
13.02 being to establish the responsibility of the Company and its Affiliates as
between themselves.
ARTICLE XIV
DURATION
All agreements and obligations of the Company contained herein shall
continue for so long as an Indemnitee is a director, officer, agent or fiduciary
of the Company or its Affiliates and shall continue thereafter for so long as
such Indemnitee shall be subject to any claim action, suit, proceeding or
investigation covered by Article II, whether pending or threatened, and
regardless of whether such claim, action, suit proceeding or investigation is of
a civil, criminal, administrative or investigative nature.
ARTICLE XV
NOTICE
Promptly after receipt by an Indemnitee of notice of the commencement of
any action, suit or proceeding, such Indemnitee shall, if such Indemnitee
anticipates or contemplates making a claim for expenses or an advance pursuant
to the terms of this Agreement, notify the Company in writing of the
commencement of such action, suit or proceeding; provided, however, that any
delay in so notifying the Company shall not constitute a waiver or release by
such Indemnitee of rights hereunder and that any omission by such Indemnitee to
so notify the Company shall relieve the Company of any obligation that it may
have to such Indemnitee hereunder.
ARTICLE XVI
INTENT OF PARTIES
The Company expressly confirms and agrees that it has entered into this
Agreement and assumed the obligations imposed on the Company hereby in order to
induce the Indemnitees to serve as a director, officer, or other employee of the
Company and acknowledges that the Indemnitees are relying upon this Agreement in
agreeing to serve in such capacity.
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ARTICLE XVII
EFFECTIVENESS OF AGREEMENT
This Agreement is effective for, and shall apply to, any claim that is
asserted or threatened on or after the date any such Indemnitee was first
employed by the Company or an Affiliate of the Company, as such date is set
forth opposite each such Indemnitee's name on Schedule I hereto.
ARTICLE XVIII
MISCELLANEOUS
SECTION 18.01 SEVERABILITY. If any provision of this Agreement shall be
held to be illegal, invalid or unenforceable under any Applicable Law, then such
contravention or invalidity shall not invalidate the entire Agreement. Such
provision shall be deemed to be modified to the extent necessary to render it
legal, valid and enforceable, and if no such modification shall render it legal,
valid and enforceable, then this Agreement shall be construed as if not
containing the provision held to be invalid, and the rights and obligations of
the parties shall be construed and enforced accordingly.
SECTION 18.02 ENTIRE AGREEMENT. This Agreement, the documents expressly
referred to herein including, but not limited to, the documents referred to in
Section 6.01, embody the complete agreement and understanding among the parties
hereto and supersede and preempt any prior understandings, agreements or
representations by or among the parties, written, oral or otherwise, which may
have related to the subject matter hereof in any way.
SECTION 18.03 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original,
but all of which together shall constitute one and the same instrument.
SECTION 18.04 HEADINGS. The headings used herein are inserted for
convenience only and shall not be deemed to constitute part of this Agreement or
to affect the construction thereof.
SECTION 18.05 USE OF CERTAIN TERMS. As used in this Agreement, the words
"herein", "hereof", and "hereunder" and other words of similar import refer to
this Agreement as a whole and not to any particular paragraph, subparagraph,
section, subsection, or other subdivision. Whenever the context may require, any
pronoun used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns, pronouns and verbs
shall include the plural and vice versa.
SECTION 18.06 MODIFICATION; WAIVER; TERMINATION. No supplement,
modification, or amendment, or termination of this Agreement shall be effective
unless executed in writing by the parties hereto. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provisions hereof (whether or not similar) nor shall such waiver
constitute a continuing waiver.
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SECTION 18.07 NOTICES. All notices, requests, demands, and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if delivered by hand by certified U.S. mail, with proper postage and
with return receipt requested or sent by a reputable overnight delivery service,
cable, telegram, or facsimile transmission to the parties at the following
addresses or at such other addresses as shall be specified by the parties by
like notice:
(a) if to an Indemnitee, to the address set forth opposite such
Indemnitee's name on Schedule I hereto.
(b) if to the Company, to
Core Laboratories N.V.
c/o Core Laboratories, Inc.
5295 Hollister Road
Attention: General Counsel
Houston, Texas 77040
Telephone: (713) 460-9600
Facsimile No.: (713) 744-6225
Notice so given shall, in the case of notice so given by mail, be deemed to be
given and received on the fourth calendar day after posting, in the case of
notice so given by overnight delivery service, on the date of actual delivery
and, in the case of notice so given by cable, telegram, facsimile transmission
or personal delivery, as the case may be, upon receipt.
SECTION 18.08 GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE A
CONTRACT UNDER, AND SHALL BE CONSTRUED, INTERPRETED AND GOVERNED BY AND
ACCORDING TO, THE LAWS OF THE NETHERLANDS, EXCLUDING ANY CONFLICT OF LAWS
PRINCIPLE WHICH, IF APPLIED, MIGHT PERMIT OR REQUIRE THE APPLICATION OF THE LAWS
OF A DIFFERENT JURISDICTION.
SECTION 18.09 SURVIVAL; CONTINUATION. The rights of an Indemnitee under
this Agreement shall inure to the benefit of such Indemnitee, and the heirs,
executors, administrators, personal representatives and assigns, of such
Indemnitee and this Agreement shall be binding upon the Company, its successors
and assigns. If the Company, in a single transaction or series of related
transactions, sells, leases, exchanges, or otherwise disposes of all or
substantially all of its property and assets, the Company shall, as a condition
precedent to any such transaction, cause effective provision to be made so that
the persons or entities acquiring such property and assets shall become bound by
and replace the Company under this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date first above written.
CORE LABORATORIES N.V.
BY: CORE LABORATORIES INTERNATIONAL B.V.,
its Sole Managing Director
By:
---------------------------------
Jacobus Schoutern
Managing Director
INDEMNITEE
By:
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[SIGNATURE PAGE TO INDEMNIFICATION AGREEMENT]
<PAGE> 14
SCHEDULE I
INDEMNITEES
Indemnitees:
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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 March 3, 2000
included in the Core Laboratories N.V. Form 10-K/A for the year ended December
31, 1999 and to all references to our Firm included in this registration
statement number 333-36042.
ARTHUR ANDERSEN LLP
Houston, Texas
May 22, 2000
