AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 20, 2001
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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CORE LABORATORIES N.V.
(Exact Name of Registrant as Specified in Its Charter)
THE NETHERLANDS NOT APPLICABLE
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
HERENGRACHT 424
1017 BZ AMSTERDAM
THE NETHERLANDS
(Address of Principal Executive Offices, Including Zip Code)
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CORE LABORATORIES N.V. 1995 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
JOHN D. DENSON
6316 WINDFERN ROAD
HOUSTON, TEXAS 77040
(Name and Address of Agent for Service)
(713) 328-2673
(Telephone Number, Including Area Code of Agent for Service)
Copies to:
T. Mark Kelly
Vinson & Elkins L.L.P.
1001 Fannin Street, Suite 2300
Houston, Texas 77002
(713) 758-2222
CALCULATION OF REGISTRATION FEE
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<Caption>
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE(2) PRICE (2) FEE
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Common Shares (par value NLG 0.03) 2,500,000 shares $14.90 $37,250,000 $9,313
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
(the "Securities Act") this registration statement also covers any
additional Common Shares which become issuable under the antidilution
provision of the plan being registered pursuant to this registration
statement by reason of any stock dividend, stock split, recapitalization or
any other similar transaction effected without the receipt of consideration
which results in an increase in the number of the registrant's outstanding
Common Shares.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h) under the Securities Act,
based upon the average of the high and low prices of the registrant's
Common Shares on the New York Stock Exchange on November 19, 2001.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is to register for sale under the
Securities Act of 1993, as amended, an additional 2,500,000 Common Shares, NLG
0.03 par value, of Core Laboratories N.V. (the "Company") pursuant to the
Company's 1995 Long-Term Incentive Plan (the "Plan"). Pursuant to General
Instruction E of Form S-8, the contents of the Company's previously filed
registration statements on Form S-8 relating to the Plan (File No. 33-98590
and 333-40641), including all exhibits thereto, are incorporated herein by
reference.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith:
5.1 Opinion of Nauta Dutilh.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Nauta Dutilh (included in Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page to this registration statement).
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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Amsterdam, The Netherlands, on the 31st day of
October, 2001.
CORE LABORATORIES N.V.
By: Core Laboratories International B.V.
its sole Managing Director
By: /s/ Jacobus Schouten
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Jacobus Schouten
Managing Director
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David M. Demshur, Richard L. Bergmark and
John D. Denson, or any of them, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement on Form S-8, and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the 31st day of October, 2001.
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SIGNATURE TITLE
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/s/ David M. Demshur Chairman of the Supervisory Board, President and Chief
- -------------------------------------------------------- Executive Officer (Principal Executive Officer)
David M. Demshur
/s/ Richard L. Bergmark Executive Vice President, Chief Financial Officer,
- -------------------------------------------------------- Treasurer and Supervisory Director (Principal
Richard L. Bergmark Financial and Accounting Officer)
/s/ Bob G. Agnew Supervisory Director
- --------------------------------------------------------
Bob G. Agnew
/s/ Rene R. Joyce Supervisory Director
- --------------------------------------------------------
Rene R. Joyce
/s/ D. John Ogren Supervisory Director
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D. John Ogren
/s/ Joseph R. Perna Supervisory Director
- --------------------------------------------------------
Joseph R. Perna
/s/ Timothy J. Probert Supervisory Director
- --------------------------------------------------------
Timothy J. Probert
/s/ Jacobus Schouten Supervisory Director
- --------------------------------------------------------
Jacobus Schouten
/s/ Alexander Vriesendorp Supervisory Director
- --------------------------------------------------------
Alexander Vriesendorp
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INDEX TO EXHIBITS
5.1 Opinion of Nauta Dutilh.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Nauta Dutilh (included in Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page to this registration statement).