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Commission File No.
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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CORE LABORATORIES N.V.
(Exact name of registrant as specified in its charter)
THE NETHERLANDS NOT APPLICABLE
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
HERENGRACHT 424
1017 BZ AMSTERDAM
THE NETHERLANDS
(31-20) 420-3191 NOT APPLICABLE
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class to on which each class
be so registered is to be registered
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Common Shares, New York Stock Exchange
par value NLG 0.03 per share
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instructions A.(c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The class of securities to be registered hereby is the Common Shares,
par value NLG 0.03 per share (the "Common Shares"), of Core Laboratories N.V., a
Netherlands corporation ("Core Laboratories" or the "Company").
DESCRIPTION OF SHARE CAPITAL
Core Laboratories was organized under the laws of The Netherlands by
Deed of Association dated August 4, 1994. Set forth below is a summary of
certain provisions contained in the Articles of Association and the laws of The
Netherlands. Such summary does not purport to be complete statements of the
Articles of Association and the laws of The Netherlands and is qualified in its
entirety by reference to the Articles of Association and such laws.
The authorized share capital of Core Laboratories is NLG 3,090,000
consisting of 100,000,000 Common Shares, each with a par value of NLG 0.03, and
3,000,000 Preference Shares ("Preference Shares"), each with a par value of NLG
0.03 (Common Shares and Preference Shares are sometimes collectively referred to
herein as "Shares"). As of June 29, 1998, 24,949,667 Common Shares were
outstanding. Common Shares and Preference Shares will be issued in registered
form only. The Transfer Agent and Registrar for the Common Shares is American
Stock Transfer Company.
COMMON SHARES
Each shareholder of record is entitled to one vote for each Common
Share held on every matter submitted to a vote of shareholders. In the event of
the liquidation, dissolution or winding up of the Company, and subject to the
liquidation preference of holders of Preference Shares, if any, holders of
Common Shares are entitled to receive, on a pro rata basis, all assets of the
Company remaining available for distribution to the holders of Common Shares.
The Articles of Association make no provision for cumulative voting and, as a
result, the holders of a majority of the Company's voting power will have the
power to elect all members of the Supervisory Board.
PREFERENCE SHARES
No Preference Shares are outstanding. The Supervisory Board has the
authority to issue Preference Shares from time to time for a period of five
years from May 29, 1998, which period may be extended. If such Preference Shares
are issued, holders thereof will be entitled to receive, when, as and if
declared by the Supervisory Board, dividends at a rate to be determined by the
Supervisory Board prior to any payment of dividends to the holders of Common
Shares. In addition, the holders of Preference Shares may be entitled to a
liquidation preference, payable in the event of any liquidation, dissolution or
winding up of the Company after satisfaction of any indebtedness but before any
distribution of assets is made to holders of Common Shares.
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Holders of Preference Shares will have a right to one vote for each
Preference Share held on every matter submitted to a vote of shareholders and
such holders will vote as a class on matters to be determined by the Supervisory
Board. If issued, the Supervisory Board may designate that the Preference Shares
may be converted into Common Shares under certain specified circumstances. Under
Netherlands law, the Supervisory Board may also authorize the issuance of
Preference Shares with payment to the Company of up to 75% of the par value of
such Preference Shares being deferred until such time as it is called by the
Company. Such issuance of Preference Shares may adversely affect, among other
things, the voting, dividend and liquidation rights of holders of Common Shares.
The issuance of Preference Shares may have the effect of delaying, deferring or
preventing a change of control of the Company. The Supervisory Board has no
present plans to issue any such Preference Shares.
SUMMARY OF CERTAIN OTHER MATTERS
PREEMPTIVE RIGHTS
The Company's shareholders have authorized the Supervisory Board to
issue such additional authorized but unissued Common Shares as the Supervisory
Board shall determine. Under the laws of The Netherlands, such authorization can
only be granted for a five-year period and will expire May 28, 2003, subject to
future extension(s). Subject to the foregoing, under the Articles of
Association, each holder of Common Shares shall generally have a preemptive
right to subscribe with regard to any issue of Common Shares pro rata to the
shareholder's existing holdings of Common Shares, except for certain issuances
to employees and issuances for noncash consideration.
REPURCHASE OF COMMON SHARES
Subject to certain restrictions contained in the laws of The
Netherlands and the Articles of Association, the Company currently has the
authority to acquire its own fully paid shares in an amount not to exceed 10% of
the outstanding shares at any time in open market purchases at any price not to
exceed $200.00 per share or its equivalent in other currencies. Such
authorization, which has been granted by the shareholders, may not be granted
for more than 18 months, is currently valid through November 28, 1999. No such
authorization will be required if the Company acquires shares in its own capital
for the purpose of transferring the same to employees of the Company or of a
group company under a scheme applicable to such employees, provided that such
shares are officially listed on an exchange.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
CORE LABORATORIES N.V.
BY: CORE LABORATORIES
INTERNATIONAL B.V.
By: /s/ JACOBUS SCHOUTEN
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Jacobus Schouten
Managing Director
Date: July 2, 1998
ITEM 2. EXHIBITS.
None required.
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