As Filed with the Securities and Exchange Commission on November 20, 1997.
Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------------
SCHLUMBERGER N.V.
(SCHLUMBERGER LIMITED)
(Exact name of Registrant as specified in its charter)
NETHERLANDS ANTILLES 52-0684746
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
277 Park Avenue 42 rue Saint Dominique
New York, New York, Paris, France 75007
U.S.A. 10172 (33-1) 4062-1000
(212) 350-9400
Parkstraat 83 2514JG
The Hague,
The Netherlands
(31-70) 310-5447
(Address, including Zip Code, and telephone number, including area code, of
Registrant's principal executive offices)
---------------------------
David S. Browning, Esq.
General Counsel and Secretary
Schlumberger Limited
277 Park Avenue
New York, New York 10172-2066
(212) 350-9400
(Name, address, including Zip Code, and telephone number, including area code,
of agent for service)
---------------------------
Copy to:
Mark Kessel, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
---------------------------
Approximate date of commencement of proposed sale of the securities 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 being registered on this Form are to be
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. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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. |_|
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Title of Each Class Amount Proposed Maximum Proposed Maximum Amount of
of Securities to to be Offering Price Aggregate Registration
be Registered Registered per Share Offering Price Fee (1)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share 238,812 (2) (2) $6,235.16
================================================================================================================================
<FN>
(1) Registration fee calculated pursuant to Rule 457(c) based on the average of the high and low sale prices on the New York
Stock Exchange on November 18, 1997 of $ 86.16 per share.
(2) Not applicable.
</FN>
</TABLE>
---------------------------
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 Commission, acting pursuant to said Section 8(a),
may determine.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
Subject to Completion
Preliminary Prospectus Dated November 20, 1997
PROSPECTUS
238,812 Shares
SCHLUMBERGER N.V.
(SCHLUMBERGER LIMITED)
Common Stock
-------------------------
All of the 238,812 shares (the "Shares") of common stock, par
value $.01, (the "Common Stock") of Schlumberger N.V. (Schlumberger Limited)
("Schlumberger" or the "Company") offered hereby are being offered (the
"Offering") by certain stockholders of the Company named herein (collectively,
the "Selling Stockholders") who received such shares that were originally issued
in connection with the merger (the "Merger") of Interactive Video Systems, Inc.,
a Massachusetts corporation ("IVS") with and into a wholly owned subsidiary of
the Company on October 29, 1997. See "Selling Stockholders." The Company will
not receive any proceeds from the sale of the Shares.
The Company has been advised by each Selling Stockholder that
such Selling Stockholder may sell all or a portion of the Shares offered by or
for the account of such Selling Stockholder from time to time through the New
York Stock Exchange or any national securities exchange on which the Common
Stock is at that time approved for listing and/or private sales, at prices and
on terms to be determined at the time of sale, to purchasers directly or through
brokers, dealers or agents, who may receive compensation in the form of
commissions or concessions. The Selling Stockholders and any brokers, dealers or
agents that participate with the Selling Stockholders in the distribution of
Shares may be deemed to be "underwriters" within the meaning of the Securities
Act, in which event any concessions and commissions received by such brokers,
dealers or agents and any profit on the resale of the Shares purchased by them
may be deemed to be commissions under the Securities Act. The aggregate net
proceeds to the Selling Stockholders from the sale of the Shares offered by the
Selling Stockholders hereby will be the purchase price of such Shares, less any
commissions, if any, and other expenses of issuance and distribution not borne
by the Company. See "Plan of Distribution."
The Common Stock is quoted on the New York Stock Exchange
("NYSE") under the symbol "SLB" and is also listed on the Paris, London,
Amsterdam and Swiss stock exchanges. On [Date immediately prior to date of
Prospectus], 1997, the closing price of the Common Stock on the NYSE was $______
per share.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION, NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
----------------
The date of this Prospectus is ___________, 1997.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION BECOMES EFFECTIVE.
THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION
OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
2
This Prospectus incorporates documents by reference which are
not presented herein or delivered herewith. The Company will provide without
charge to each person, including each beneficial owner, to whom this Prospectus
is delivered, upon the written or oral request of such person, a copy of any or
all documents that are incorporated herein by reference (other than exhibits,
unless such exhibits are specifically incorporated by reference in such
documents). Requests should be directed to Secretary, Schlumberger Limited, 277
Park Avenue, New York, New York 10172-0266, telephone (212) 350-9400. In order
to insure timely delivery of the documents, any request should be made by no
later than five business days prior to the date on which such person must make a
final investment decision.
-----------------------------------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy and information statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy and information statements and other information filed by the
Company can be inspected and copied, at prescribed rates, at the public
reference facilities of the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, and at the regional offices of the
Commission located at Seven World Trade Center, Suite 1300, New York, New York
10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies
of such material may also be obtained, at prescribed rates, by writing to the
Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549 or at the worldwide web site maintained by the
Commission at "http://www.sec.gov". In addition, the Company's Common Stock is
quoted on the New York Stock Exchange. Reports, proxy and information statements
and other information concerning the Company can be inspected at the offices of
the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a registration
statement on Form S-3 (together with all amendments, exhibits and schedules
thereto, the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Common Stock offered hereby.
This Prospectus, which constitutes a part of the Registration Statement, does
not contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. For further information with respect to the Company and such
Common Stock, reference is made to the Registration Statement. Statements
contained in the Prospectus as to the contents of any contract, agreement or
other document referred to are not necessarily complete. With respect to each
such contract, agreement or other document filed as an exhibit to the
Registration Statement, reference is made to the exhibit for a complete
description of the matter involved,
<PAGE>
3
and each such statement shall be deemed qualified in its entirety by such
reference to such contract, agreement or other document. The Registration
Statement may be inspected without charge at the principal office of the
Commission in Washington, D.C. and copies of all or any part thereof may be
obtained from the Commission at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed with the Commission
(Commission file number 1-4601) pursuant to the Exchange Act and are hereby
incorporated by reference:
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(ii) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1997;
(iii) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1997; and
(iv) The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 1997.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of the Common Stock shall be deemed
to be incorporated by reference in this Prospectus and to be made a part hereof
from their respective dates of filing. Any statement contained in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document that is
also deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
<PAGE>
4
THE COMPANY
The Company, through its subsidiaries, engages in the
following businesses: (i) Oilfield Services, offering exploration and production
services to the petroleum industry throughout the world in its search for and
recovery of oil and gas; (ii) Measurement and Systems, consisting of Resource
Management Services, (metering equipment and systems & services) and, Test &
Transactions (Electronic Transactions and Automatic Test Equipment), and (iii)
Omnes, which, through a joint venture formed with Cable & Wireless plc, provides
communications and information technology solutions to oil and gas companies and
to companies with operations in remote locations.
The Company is a Netherlands Antilles corporation that was
organized in 1956. The Company's principal executive offices are located at 42,
rue Saint Dominique, Paris 75007, France, telephone (33-1) 4062-1000; 277 Park
Avenue, New York, New York 10172-0266, telephone (212) 350-9400; and Parkstraat
83 2514JG - The Hague, The Netherlands, telephone (31-70) 310-5447.
USE OF PROCEEDS
The Company will receive no proceeds from the sale of Shares
by the Selling Stockholders.
<PAGE>
5
SELECTED FINANCIAL DATA
OF SCHLUMBERGER
(In thousands, except per share data)
The selected consolidated financial data in the table below as
of and for each of the years in the five-year period ended December 31, 1996
have been derived from audited consolidated financial statements of Schlumberger
previously filed with the Commission. The income statement and balance sheet
information for Schlumberger as of and for the nine months ended September 30,
1996 and 1997 is unaudited, but in the opinion of Schlumberger management
reflects all adjustments necessary for a fair presentation of such data. The
results of operations for any interim period are not necessarily indicative of
results of operations for the fiscal year. The following information should be
read in conjunction with the consolidated financial statements and related notes
of Schlumberger included, or incorporated by reference, in its periodic reports
filed under the Exchange Act that are incorporated by reference herein. See
"Incorporation of Certain Documents by Reference."
<TABLE>
<CAPTION>
Nine Months Ended
Year Ended December 31, September 30,
1992 1993 1994 1995 1996 1996 1997
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Selected Consolidated
Operating Data:
Total revenue $6,454,998 $6,804,267 $6,780,743 $7,713,230 $9,025,665 $6,492,000 $7,812,638
Total expenses 5,793,395 6,221,504 6,244,666 7,064,073 8,174,182 5,895,580 6,889,620
Income from continuing
operations 661,603 582,763(1) 536,077 649,157 851,483 596,420 923,018
Income per share-- (2)
continuing operations $1.38 $1.20(1) $1.10 $1.33 $1.74 $1.22 $1.87
Dividends declared
per share-- (2) $0.60 $0.60 $0.60 $0.71 $0.75 $0.56 $0.56
</TABLE>
<TABLE>
<CAPTION>
December 31, September 30,
1992 1993 1994 1995 1996 1996 1997
---- ---- ---- ---- ---- ---- ----
Selected Consolidated
Balance Sheet Data:
<S> <C> <C> <C> <C> <C> <C> <C>
Total assets $7,006,705 $7,916,947 $8,322,099 $8,910,100 $10,325,051 $9,772,739 $11,503,447
Long-term debt 374,336 446,942 394,167 613,404 637,203 613,613 856,627
Stockholders' equity 4,230,806 4,406,340 4,582,954 4,964,017 5,626,380 5,422,555 6,366,851
<FN>
(1) Income from continuing operations excludes the cumulative effect of a change in accounting principle related to post
retirement benefits which resulted in a charge of $248 million ($0.51 per share).
(2) Adjusted for two-for-one stock split on June 2, 1997.
</FN>
</TABLE>
<PAGE>
6
SELLING STOCKHOLDERS
This Prospectus covers the offer and sale by each Selling
Stockholder of Common Stock owned by such Selling Stockholder. Set forth below
are the names of each Selling Stockholder, (none of whom held any position,
office or other material relationship within the past three years with the
Company or any of its predecessors or affiliates), the number of Shares
beneficially owned by each Selling Stockholder, the number of Shares that may be
offered and sold by or on behalf of each Selling Stockholder hereunder and the
amount of Shares to be owned by each Selling Stockholder upon the completion of
the Offering if all Shares offered by such Selling Stockholder are sold. Any or
all of the Shares listed below under the heading "Shares to be Sold" may be
offered for sale by or on behalf of the Selling Stockholders.
Each of the Selling Stockholders listed below acquired the
Shares hereby offered for sale in the Merger on October 29, 1997.
<TABLE>
<CAPTION>
Shares Beneficially
Owned Prior to Shares Beneficially
Offering Shares Owned After Offering
Selling Stockholders Number Percent to be Sold Number Percent
<S> <C> <C> <C> <C> <C>
Tumer Revis (1)................................. 214 * 214 0 --
Reprise Holdings (1)........................... 85 * 85 0 --
Charles River Partnership V (1)................. 7,906 * 7,906 0 --
Venture Founders Capital --
Limited Partnership (1).................... 20,134 * 20,134 0 --
MD. Co.......................................... 115,850 * 115,850 0 --
First Stage Capital Limited Partnership (1)..... 36,167 * 36,167 0 --
Zero Stage Capital (1).......................... 579 * 579 0 --
Zero Stage Capital V Limited
Partnership (1).............................. 6,537 * 6,537 0 --
Massachusetts Technology
Development Co............................. 29,137 * 29,137 0 --
MTDC/Commonwealth Fund.......................... 9,075 * 9,075 0 --
PRIT Fund....................................... 639 * 639 0 --
MTDC/Banc Boston Investment, Inc................ 1,582 * 1,582 0 --
MTDC/Fleet Growth Resources, Inc................ 1,582 * 1,582 0 --
Golden Gate Development and
Investment Ltd Partners (1)................ 3,975 * 3,975 0 --
Donald Yansen................................... 11 * 11 0 --
Thorlief Knutrud................................ 37 * 37 0 --
Eutimio Saporetti............................... 11 * 11 0 --
Hans Bengtsson.................................. 1 * 1 0 --
Charles C. Evans................................ 11 * 11 0 --
Barry Feldman................................... 7 * 7 0 --
Daniel J. Stevens............................... 1 * 1 0 --
</TABLE>
<PAGE>
7
<TABLE>
<CAPTION>
Shares Beneficially
Owned Prior to Shares Beneficially
Offering Shares Owned After Offering
<S> <C> <C> <C> <C> <C>
Hans F. Hoyer................................... 1,903 * 1,903 0 --
Robert Van Dyke................................. 7 * 7 0 --
Todd J. Rhodes.................................. 71 * 71 0 --
Robert J. Ventura............................... 11 * 11 0 --
Angstrom Measurements, Inc...................... 3,194 * 3,194 0 --
Michael A. Ward................................. 14 * 14 0 --
<FN>
*The percentage of Shares beneficially owned does not exceed one percent of the outstanding shares of Common
Stock.
(1) Certain of the Selling Stockholders are partnerships or limited partnerships and may distribute all or a portion
of the Shares to their partners or limited partners, as the case may be. Such partners or limited partners shall be
deemed Selling Stockholders for the purpose of sale of Shares pursuant to this Registration Statement.
</FN>
</TABLE>
<PAGE>
8
PLAN OF DISTRIBUTION
The Selling Stockholders have provided the Company with the
following information concerning the reoffer and resale of the Shares. Sales of
the Shares by the Selling Stockholders may be made from time to time in one or
more transactions, including block transactions, on the NYSE or any other
exchange or quotation system on which the Shares may be listed or quoted
pursuant to and in accordance with the applicable rules of the exchanges, or in
the over the counter market, in negotiated transactions or in a combination of
any such methods of sale, at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Shares may be offered directly, by any bona
fide pledgee, to or through agents designated from time to time, or to or
through brokers or dealers, or through any combination of these methods of sale.
Such agents, brokers or dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders and/or the
purchasers of the Shares for whom such broker-dealer may act as agents or to
whom they sell as principals, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). A member firm of an
exchange may be engaged to act as an agent in the sale of Shares by the Selling
Stockholders. The aggregate net proceeds to the Selling Stockholders from the
sale of the Shares offered by the Selling Stockholders hereby will be the
purchase price of such Shares, less any commissions, if any, and other expenses
of issuance and distribution not borne by the Company.
Any Selling Stockholder may pledge all or a part of the Shares
held by such Selling Stockholder to one or more banks or brokerage houses as
collateral for loans to such Selling Stockholder. In the event of a default
under a loan to a Selling Stockholder, which loan is secured by the pledge of
Shares the resale of which is registered hereby, the lender will have the
ability to cause such Selling Stockholder to sell such Shares pursuant to the
registration statement of which this Prospectus forms a part. The Shares may be
sold from time to time to purchasers directly by the Selling Stockholder at the
direction of such lender or lenders or otherwise. Alternatively, the Selling
Stockholders, at the direction of such lender or lenders or otherwise, may from
time to time offer the Shares through dealers or agents who may receive
compensation as described above.
The Selling Stockholders and any brokers, dealers or agents
that participate with the Selling Stockholders in the distribution of Shares may
be deemed to be "underwriters" within the meaning of the Securities Act, in
which event any concessions and commissions received by such brokers, dealers or
agents and any profit on the resale of the Shares purchased by them may be
deemed to be commissions under the Securities Act.
<PAGE>
9
The Company has agreed to bear all reasonable expenses (other
than any commissions or discounts of dealers or agents or brokers' fees and the
fees and expenses of their counsel) in connection with the registration of the
Shares being offered by the Selling Stockholders hereby.
No broker, dealer or agent has been engaged by the Company in
connection with the distribution of the Shares to which this Prospectus relates.
Transfer Agent and Registrar
The transfer agent and registrar for the Common Stock is
BankBoston of Boston, Massachusetts.
LEGAL MATTERS
Certain legal matters with respect to the legality of the
issuance of the Common Stock offered hereby will be passed upon for the Company
by James Gunderson, Deputy General Counsel of the Company. As of the date of
this Prospectus Mr. Gunderson had beneficial ownership of 7,084 shares of Common
Stock.
EXPERTS
The audited Consolidated Financial Statements and schedules of
the Company that are incorporated by reference into this Prospectus have been
audited by Price Waterhouse LLP, independent public accountants, as indicated in
their reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
<PAGE>
- ------------------------------------------------ -------------------------
- ------------------------------------------------ -------------------------
No person is authorized in connection with
any offering made hereby to give any
information or to make any representation not
contained or incorporated by reference in this
Prospectus and, if given or made, such 238,812 Shares
information or representation must not be SCHLUMBERGER N.V..
relied upon as having been authorized by the (SCHLUMBERGER LIMITED)
Company. This Prospectus does not Common Stock
constitute an offer to sell or a solicitation of
an offer to buy any security other than the
shares of Common Stock offered hereby, nor
does it constitute an offer to sell or a
solicitation of an offer to buy any of the
securities offered hereby to any person in any
jurisdiction in which it is unlawful to make --------------
such an offer or solicitation to such person. PROSPECTUS
Neither the delivery of this Prospectus nor --------------
any sales or exchanges made hereunder shall,
under any circumstances, create any
implication that there has been no change in
the affairs of the Company since the date
hereof.
-----------------
TABLE OF CONTENTS
Page
----
Available Information .................. 2
Incorporation of Certain
Documents by Reference .................. 3 __________, 1997
The Company ................................ 4
Use of Proceeds.............................. 4
Selected Financial
Data of Schlumberger...................... 5
Selling Stockholders......................... 6
Plan of Distribution......................... 8
Legal Matters................................ 9
Experts...................................... 9
- ------------------------------------------------ -------------------------
- ------------------------------------------------ -------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following expenses, other than the Securities and Exchange
Commission registration fee, are estimated. All such expenses of the offering
(other than $2,000 of Legal Fees and Expenses which shall be paid by the Selling
Stockholders) will be paid by the Company.
SEC Registration Fee................................................$ 6,235.16
Legal Fees and Expenses..............................................18,000.00
Accounting Fees and Expenses.........................................10,000.00
Blue Sky Fees and Expenses............................................1,000.00
--------
Total......................................................... $35,235.16
==========
Item 15. Indemnification of Directors and Officers
Article IX, Section 7 of Schlumberger's Deed of Incorporation
and Article V of Schlumberger's By-Laws provide that:
Schlumberger shall have the power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of Schlumberger) by
reason of the fact that he is or was a director, officer, employee or agent of
Schlumberger, or is or was serving at the request of Schlumberger as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise or entity, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of Schlumberger, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of Schlumberger, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
<PAGE>
Schlumberger shall have the power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of Schlumberger to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of Schlumberger, or is or was serving at the request
of Schlumberger as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise or entity
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
Schlumberger and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been finally adjudged
to be liable to Schlumberger for improper conduct unless and only to the extent
that the court in which such action or suit was brought or any other court
having appropriate jurisdiction shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses,
judgments, fines and amounts paid in settlement which the court in which the
action or suit was brought or such other court having appropriate jurisdiction
shall deem proper.
To the extent that a director, officer, employee or agent of
Schlumberger has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in the two preceding paragraphs, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
Any indemnification under the two preceding paragraphs (unless
ordered by a court) shall be made by Schlumberger only as authorized by contract
approved, or by by-laws, resolution or other action adopted or taken, by the
Board of Directors or by the stockholders.
Expenses incurred in defending a civil or criminal action,
suit or proceeding will be paid by Schlumberger in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the director, officer, employee or agent to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
Schlumberger as authorized by Article V of the By-Laws or Article IX, Section 7
of the Deed of Incorporation.
The indemnification and advancement of expenses provided by or
granted pursuant to the other Sections of Article V of the By-Laws and Article
IX, Section 7 of the Deed of Incorporation shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any law, by-law, agreement, vote of stockholders or
disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
II-2
<PAGE>
Schlumberger shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of Schlumberger, or is or was serving at the request of Schlumberger as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not Schlumberger would have the power to indemnify him against such
liability under the provisions of Article V of the By-Laws or Article IX,
Section 7 of the Deed of Incorporation.
For purposes of Article V of the By-Laws and Article IX,
Section 7 of the Deed of Incorporation, reference to Schlumberger shall include,
in addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of Article V of the By-Laws and Article IX, Section 7 of the Deed
of Incorporation with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.
In addition, Schlumberger maintains directors' and officers'
liability insurance which insures against liabilities that the officers and
directors of Schlumberger may incur in such capacities.
II-3
<PAGE>
Item 16. Exhibits
Exhibits:
3.1 Deed of Incorporation of the Company, as
amended April 29, 1997. Incorporated by
reference to Exhibit 3(i) to the Company's
Form 10-Q for the quarter ended March 31,
1997.
3.2 By-Laws of the Company, as last amended on
October 20, 1993. Incorporated by reference
to Exhibit 3 to the Company's Form 10-K for
fiscal year ended December 31, 1993.
.
5.1 Opinion of James Gunderson.
23.1 Consent of Independent Accountants.
23.2 Consent of James Gunderson (included in
Exhibit 5.1).
24.1 Powers of Attorney of the Registrant.
Item 17. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
II-4
<PAGE>
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
Provided, however, That paragraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
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 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 herein and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(c) 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 such Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer, or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, Schlumberger N.V. (Schlumberger Limited), a corporation
organized and existing under the laws of the Netherlands Antilles, 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 Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York, on the 20th day of November 1997.
SCHLUMBERGER N.V.
(SCHLUMBERGER
LIMITED)
By /s/ Arthur Lindenauer
___________________________
Name: Arthur Lindenauer
Title: Executive Vice
President --Finance;
Chief Financial
Officer and Chief
Accounting Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
Signature Title Date
Director, Chairman,
____________*__________ President and Chief Executive
D. Euan Baird Officer; November 20, 1997
Executive Vice President--Finance;
/s/ Arthur Lindenauer Chief Financial Officer and Chief
_______________________
Arthur Lindenauer Accounting Officer November 20, 1997
____________*__________
Don E. Ackerman Director November 20, 1997
____________*__________
Denys Henderson Director November 20, 1997
____________*__________
Andre Levy-Lang Director November 20, 1997
____________*__________
William T. McCormick, Jr. Director November 20, 1997
<PAGE>
Signature Title Date
____________*__________
Didier Primat Director November 20, 1997
____________*__________
Sven Ullring Director November 20, 1997
____________*__________
Nicolas Seydoux Director November 20, 1997
____________*__________
Linda G. Stuntz Director November 20, 1997
____________*__________
Yoshihiko Wakumoto Director November 20, 1997
____________*__________
John Deutch Director November 20, 1997
/s/ James Gunderson
_______________________
James Gunderson
Attorney-in-fact November 20, 1997
<PAGE>
Index to Exhibits
FIX
Exhibit
No. Description of Document
3.1 Deed of Incorporation of the Company, as amended
April 29, 1997. Incorporated by reference to Exhibit
3(i) to the Company's Form 10-Q for the quarter ended
March 31, 1997.
3.2 By-Laws of the Company, as last amended on October
20, 1993. Incorporated by reference to Exhibit 3 to the
Company's Form 10-K for fiscal year ended December
31, 1993.
.
5.1* Opinion of James Gunderson.
23.1* Consent of Independent Accountants.
23.2* Consent of James Gunderson (included in Exhibit 5.1).
24.1* Powers of Attorney of the Registrant.
_______________
*Filed herewith
Exhibit 5.1
[Schlumberger Letterhead]
Schlumberger Limited
277 Park Avenue
New York, N.Y. 10172
Dated as of the Effective Date
of the Registration Statement
Gentlemen:
I am Deputy General Counsel of Schlumberger Limited
("Schlumberger"). I am opining on certain legal matters in connection with the
Registration Statement on Form S-3 (the "Registration Statement") filed by
Schlumberger under the Securities Act of 1933, as amended, relating to 238,812
shares of Common Stock, par value $.01 per share, of Schlumberger (the
"Shares"). All or a portion of the Shares have been delivered into escrow on
behalf of the former shareholders of Interactive Video Systems Inc. ("IVS") in
connection with the merger of IVS with and into a subsidiary of Schlumberger
pursuant to the Agreement and Plan of Merger dated as of October 3, 1997 (the
"Agreement") among Schlumberger Technology Corporation, IVS and certain
shareholders of IVS. At your request, this opinion of counsel is being furnished
for filing as Exhibit 5.1 to the Registration Statement.
I am a member of the New York bar, and I am not admitted to
practice in, nor do I hold myself out as an expert on the laws of, the
Netherlands Antilles. I have, however, consulted with Messrs. Smeets, Thesseling
& von Bokhorst, counsel qualified to practice in the Netherlands Antilles whom I
consider expert on the laws of such jurisdiction. Insofar as the opinions
expressed below involve conclusions as to matters governed by the laws of the
Netherlands Antilles, I am relying on the opinion of such counsel.
In my capacity as Deputy General Counsel of Schlumberger, I am
familiar with the Deed of Incorporation and By-Laws of Schlumberger and have
familiarized myself with the Agreement and have examined all statutes and other
records, instruments and documents pertaining to Schlumberger that I deem
necessary to examine for the purpose of this opinion.
<PAGE>
Opinion of J. Gunderson
Page Two
Based upon my examination as aforesaid, I am of the opinion
that the Shares have been duly authorized by resolution of the Board of
Directors of Schlumberger and are validly issued, fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
James Gunderson
Deputy General Counsel
JG:gc
Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
January 23, 1997, appearing on page 45 of the Schlumberger Limited Annual Report
on Form 10-K for the year ended December 31, 1996. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
New York, New York
November 18, 1997
Exhibit 24.1
SCHLUMBERGER LIMITED
POWERS OF ATTORNEY
The undersigned Director or Officer, or both, of Schlumberger
Limited, a Netherlands Antilles corporation (the "Corporation"), hereby
constitutes and appoints David S. Browning, James L. Gunderson and Arthur
Lindenauer, severally, the true and lawful Attorney-in-Fact and Agent of the
undersigned, with full power of substitution and revocation, to execute and file
from time to time on behalf of the undersigned:
(i) a Registration Statement on Form S-3 (or such other Form
as may be required) to be filed with the Securities and Exchange Commission
("SEC") covering the shares of Common Stock of the Corporation to be issued to
shareholders of Interactive Video Systems, Inc., a Massachusetts corporation
("IVS"), upon consummation of the proposed merger (the "Merger") of IVS with and
into Schlumberger Technology Corporation, a wholly-owned subsidiary of the
Corporation ("STC"), as contemplated by the Agreement and Plan of Merger dated
as of October 3, 1997 among IVS, STC and certain shareholders of IVS;
(ii) a Registration Statement on Form S-8 (or such other Form
as may be required) to be filed with the SEC covering the shares of Common Stock
of the Corporation deliverable upon exercise of the IVS stock options to be
assumed by the Corporation upon consummation of the Merger; and
(iii) any and all amendments and post-effective amendments to
such Registration Statements as may be required, and to take any and all such
action for and in the name, place and stead of the undersigned as may be
necessary or desirable in connection with any such Registration Statements or
any amendments thereto, including the making of any representation as may be
required.
/s/ D. E. Baird /s/ D. Primat
_______________________ _______________________
D. E. Baird D. Primat
/s/ D. E. Ackerman /s/ N. Seydoux
_______________________ _______________________
D. E. Ackerman N. Seydoux
/s/ J. Deutch /s/ L. Stuntz
_______________________ _______________________
J. Deutch L. Stuntz
/s/ D. Henderson /s/ S. Ullring
_______________________ _______________________
D. Henderson S. Ullring
/s/ A. Levy-Lang /s/ Y. Wakumoto
_______________________ _______________________
A. Levy-Lang Y. Wakumoto
/s/ W. T. McCormick
_______________________
W. T. McCormick
Date: October 22, 1997
_________________
