UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): May 4, 2011
CORE LABORATORIES N.V.
(Exact name of registrant as specified in its charter)
001-14273
(Commission File Number)
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The Netherlands
(State or other jurisdiction of incorporation or organization)
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Not Applicable
(I.R.S. Employer Identification No.) |
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Herengracht 424
1017 BZ Amsterdam
The Netherlands
(Address of principal executive offices)
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Not Applicable
(Zip Code) |
Registrant’s telephone number, including area code: (31-20) 420-3191
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Check the appropriate below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions: |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c)) |
Item 1.01 Entry into Material Definitive Agreement
On May 4, 2011, Core Laboratories N. V. entered into an amendment (the “Warrant Amendment”) to its
Warrant Confirmation dated October 31, 2006 and Warrant Confirmation Amendment dated November 15,
2006 (the “Confirmations”), with Citibank, N.A. in order to accelerate the settlement of a portion
of the warrants. As a result of the Warrant Amendment, 25% of the warrants will settle based upon
company stock prices during the twenty trading day period beginning on May 4, 2011 and ending June
1, 2011 ahead of the currently scheduled period beginning on December 27, 2011 and ending January
25, 2012 as described in the Confirmations for the balance of the warrants. In addition, the
Warrant Amendment establishes a new strike price for the warrants that will settle on an
accelerated basis to take into account the time value of money and is described on a schedule
attached to the Warrant Amendment.
The settlement of all warrants is determined by subtracting the strike price for that day from the
daily VWAP and multiplying that number by the daily number of warrants and then dividing by the
daily VWAP. For example, on the first date of the accelerated period, May 4, 2011, the VWAP was
$90.4851 and the strike price was $59.0282 resulting in a required delivery of 28,646 shares.
Thus, we anticipate at this time that the number of shares that will have to be delivered pursuant
to the Warrant Amendment during the accelerated period will be approximately 600,000 shares. The
shares to be delivered are not included in our basic share count, but they have already been
accounted for in our diluted share count. Upon issuance, they will be added to our basic share
count. No additional consideration will be paid in connection with the settlement of such shares.
The foregoing description does not purport to be complete and is qualified in its entirety by
reference to the Warrant Amendment, which is filed as Exhibit 4.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth under Item 1.01 above is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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| 4.1 |
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Warrant Confirmation
Amendment Agreement
between Core Laboratories
N.V. and Citibank, N.A.,
dated May 4, 2011. |