-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B8xSM+uJ3XYlDwPQ8dzd9xhfNuGNjyjK9uipX7K/0mvHLYXI2GGQss4b8LT3oqQU fDUM35lWmQzE4TBVBLzoQg== 0000950129-02-003618.txt : 20020719 0000950129-02-003618.hdr.sgml : 20020719 20020718162308 ACCESSION NUMBER: 0000950129-02-003618 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020718 EFFECTIVENESS DATE: 20020718 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NABORS INDUSTRIES LTD CENTRAL INDEX KEY: 0001163739 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-96699 FILM NUMBER: 02705819 BUSINESS ADDRESS: STREET 1: C/O NABORS INDUSTRIES INC STREET 2: 515 WEST GREENS ROAD CITY: HOUSTON STATE: TX ZIP: 77067 BUSINESS PHONE: 2818740035 MAIL ADDRESS: STREET 1: C/O NABORS INDUSTRIES INC STREET 2: 515 WEST GREENS ROAD CITY: HOUSTON STATE: TX ZIP: 77067 S-8 1 h98374sv8.txt NABORS INDUSTRIES, LTD. AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 18, 2002 REGISTRATION NO. - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NABORS INDUSTRIES LTD. (Exact name of Registrant as specified in its charter) BERMUDA 980363970 (State or other jurisdiction (I.R.S. Employer of incorporation) Identification No.) KATHERINE P. ELLIS C/O THE CORPORATE SECRETARY LIMITED GENERAL COUNSEL WHITE PARK HOUSE NABORS CORPORATE SERVICES, INC. WHITE PARK ROAD 515 WEST GREENS ROAD, SUITE 1200 BRIDGETOWN, BARBADOS HOUSTON, TEXAS 77067 TELEPHONE: (246) 427-8617 TELEPHONE: (281) 874-0035 (Address, Including Zip Code, and (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, Telephone Number, Including Area Code of Registrant's Principal Executive Offices) of Agent for Service)
NABORS INDUSTRIES, INC. 1992 INCENTIVE STOCK PLAN 1993 KEY EMPLOYEE STOCK PLAN (Full title of the Plans)
CALCULATION OF ADDITIONAL REGISTRATION FEE ============================================================================================================= - ------------------------------------------------------------------------------------------------------------- TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF SECURITIES TO TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION BE REGISTERED REGISTERED(1) PER SHARE PRICE FEE - ------------------------------------------------------------------------------------------------------------- Common Stock par 1,000 $ 6.25(2) $ 6,250.00(2) $ 0.58(2) value, $.001 per share " 89,089 $24.75(2) $ 2,204,952.75(2) $ 202.86(2) " 982,425 $24.75(2) $24,315,018.75(2) $2,236.98(2) " 500 $15.75(2) $ 7,875.00(2) $ 0.72(2) " 250 $15.75(2) $ 3,937.50(2) $ 0.36(2) " 250 $15.75(2) $ 3,937.50(2) $ 0.36(2) TOTAL 1,073,514(1)(2) $26,541,971.50(1) $2,441.86(2) ========= ============== ========= - -------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416 of the Securities Act of 1933, this registration statement also covers such additional number of shares of common stock as may be issuable by reason of the operation of the anti-dilution provisions of the options granted under the 1992 Incentive Stock Plan and the 1993 Key Employee Stock Plan. Such Page 1 of 12 additional shares have been or may from time to time be issued at indeterminate prices, pursuant to the referenced plans. (2) The maximum offering price per share used to calculate the registration fee with respect to shares of common stock issuable upon the exercise of outstanding options was determined pursuant to Rule 457 under the Securities Act of 1993 in effect at the date of filing, using the price at which such options may be exercised. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended, the documents containing the information specified in Part I of Form S-8 will be sent or given to each participant in the Nabors Industries, Inc. 1992 Incentive Stock Plan and 1993 Key Employee Stock Plan. (collectively, the "Plans"). These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute the Section 10(a) Prospectus. EXPLANATORY NOTE This registration statement on Form S-8 (which we refer to as this registration statement), is being filed pursuant to Rule 414 of the Securities Act of 1933, as amended, by Nabors Industries Ltd., a Bermuda exempted company (which we refer to as Nabors Bermuda), which is the successor issuer to Nabors Industries, Inc., a Delaware corporation (which we refer to as Nabors Delaware). Nabors Bermuda became the successor issuer to Nabors Delaware following a corporate reorganization that became effective on June 24, 2002. The reorganization was effected through the merger of a newly formed Delaware merger subsidiary of Nabors Bermuda with and into Nabors Delaware, with Nabors Delaware as the surviving corporation. Pursuant to the merger, Nabors Delaware became a wholly-owned, indirect subsidiary of Nabors Bermuda. As a result of the merger, each share of Nabors Delaware outstanding immediately prior to the effective time of the merger automatically converted into the right to receive a common share of Nabors Bermuda. After completion of the merger, the shareholders of Nabors Delaware became the shareholders of Nabors Bermuda which, together with its subsidiaries, will continue to be engaged in the same business that Nabors Delaware and its subsidiaries were engaged in before the merger. Pursuant to the reorganization, common shares of Nabors Bermuda, par value $0.001 per share, will henceforth be issuable, in lieu of common stock of Nabors Delaware under the 1992 Incentive Stock Plan and the 1993 Key Employee Stock Plan, but Nabors Delaware will continue to maintain and sponsor such plans. Nabors Bermuda expressly adopts this registration statement as its own registration statement for all purposes under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. The prospectus filed as a part of this registration statement has been prepared in accordance with the requirements of Part I of Form S-3 and may be used for reofferings and resales of Nabors Bermuda common shares acquired by the persons named therein pursuant to the 1992 Incentive Stock Plan and the 1993 Key Employee Stock Plan. Page 2 of 12 PROSPECTUS UP TO 1,073,514 SHARES COMMON SHARES, PAR VALUE $0.001 PER SHARE, OF NABORS INDUSTRIES LTD. This prospectus relates to an aggregate of up to 1,073,514 of our common shares, par value $0.001 per share. These shares are held by certain persons who may be deemed to be our "affiliates" as defined by Rule 405(a) of Regulation C of the Securities and Exchange Commission. The shares may be offered from time to time by the selling shareholders named in this document, or their transferees. See "Selling Shareholders". Our common shares offered by this document were or will be acquired by the selling shareholders pursuant to our 1992 Incentive Stock Plan and our 1993 Key Employee Stock Plan. Sales to be made pursuant to this document are to be made through ordinary brokerage transactions on the American Stock Exchange or any other national securities exchange on which our common shares trade, at the price then available at the time of sale. However, the selling shareholders may elect to offer or sell shares of our common shares pursuant to any of the methods listed in this document. In the event that the selling shareholders elect to sell the shares of our common shares in a manner other than ordinary brokerage transactions, and to the extent required by law, we will amend or supplement this document to provide the details of the offering. See "Plan of Distribution". This document also relates to such additional amounts of our common shares as may be issued to the selling shareholders as a result of future share adjustments, in respect of our common shares which are covered by this document. The selling shareholders and any broker or dealer that participates in the distribution of our common shares offered by this document may be deemed to be "underwriters," as that term is construed within the meaning of the Securities Act of 1933, as amended (which we refer to as the Securities Act). Any profit on the sale of our common shares by them and any discounts and commission received by such broker or dealer may be deemed to be underwriting discounts and commissions under the Securities Act. We will not receive any part of the proceeds from sales made under this document. All expenses of registration incurred in connection with the offering being made by this document are being borne by us, but any brokerage commissions and other expenses incurred by a selling shareholder will be borne by such selling shareholder. Our common shares trade on the American Stock Exchange, and on July 17, 2002, the closing price of our common shares on such exchange was $31.97. Our principal executive offices are located at Whitepark House, White Park Road, Bridgetown, Barbados and our telephone number is (246) 427-8617. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE 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 JULY 18, 2002 Page 3 of 12 AVAILABLE INFORMATION We are subject to the information requirements of the Securities Exchange Act of 1934, as amended (which we refer to as the Exchange Act), and in accordance with such act we file reports and other information with the Securities and Exchange Commission (which we refer to as the Commission). Copies of such material may be obtained from the Public Reference Section of the Commission at its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, such reports and other information can be inspected and copied at the Commission's facilities referred to above and at the public reference facilities at the regional office of the Commission located at The Woolworth Building, 233 Broadway, New York, New York 10279. We are an electronic filer under the EDGAR (Electronic Data Gathering, Analysis and Retrieval) system maintained by the Commission. The Commission maintains a site on the Internet (http://www.sec.gov) that contains reports and other information regarding companies that file electronically with the Commission. Our common shares trade on the American Stock Exchange, and the reports and other information may also be inspected and copied at the American Stock Exchange, 86 Trinity Place, New York, New York 10006. We have filed a registration statement on Form S-8 under the Securities Act that includes this document. This document 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, you should refer to the registration statement and its exhibits. Statements contained in this document or in any document incorporated by reference into this document as to the contents of any contract or other document are not necessarily complete. In each instance reference is made to the copy of such contract or other document filed as an exhibit to the registration statement or such other document. Each such statement is qualified in all respects by such reference. INCORPORATION OF CERTAIN DOCUMENTS The following documents filed with the Commission are incorporated in this document by reference: o Nabors Delaware's Annual Report filed on Form 10-K for the fiscal year ended December 31, 2001 as amended by Nabors Bermuda's Amendment No. 1 on Form 10-K/A filed June 27, 2002; o Nabors Delaware's Quarterly Report filed on Form 10-Q for the fiscal quarter ended March 31, 2002; o Nabors Delaware's Current Reports on Form 8-K filed on January 3, 2002, January 25, 2002, April 18, 2002, June 14, 2002, and June 25, 2002; o Nabors Bermuda's Current Reports on Form 8-K filed on June 25, 2002 and June 26, 2002; and o The description of our common shares contained in the Registration Statement on Form S-4, filed with the Commission on January 2, 2002, as amended by Pre-Effective Amendment No. 1, Pre-Effective Amendment No. 2, Pre-Effective Amendment No. 3 and Pre-Effective Amendment No. 4 to Form S-4, filed with the Commission on March 3, 2002, April 17, 2002, April 29, 2002 and May 10, 2002, respectively, and any subsequent amendment filed for the purpose of updating the description (Registration No. 333-76198). All documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this document and prior to the termination of the offering of our common shares under this document shall be deemed incorporated by reference in this document and to be a part of this document from the date of filing of such documents. Any statement contained in a document incorporated or deemed incorporated by reference shall be deemed to be modified or superseded for all purposes to the extent that a statement contained in this document or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference in this document modifies or supersedes such statement. We undertake to provide without charge to each person to whom this document is delivered, upon written or oral request of such person, a copy of any and all of the information that has been incorporated by reference in the registration statement filed with the Commission (of which this document is a part) from a document or part thereof not delivered with this document, but not including exhibits unless such exhibits are specifically incorporated by reference. Page 4 of 12 Requests for such information should be directed to us at White Park House, White Park Road, Bridgetown, Barbados, (246) 427-8617, Attention: Corporate Secretary. NO PERSON HAS BEEN AUTHORIZED BY US TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS DOCUMENT. ANY INFORMATION OR REPRESENTATION GIVEN WHICH IS NOT CONTAINED IN THIS DOCUMENT MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US. NEITHER THE DELIVERY OF THIS DOCUMENT NOR ANY SALE UNDER THIS DOCUMENT SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED IN THIS DOCUMENT IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS DOCUMENT. Unless we have indicated otherwise, references in this prospectus to "Nabors Bermuda," "we," "us," and "our" or similar terms are to Nabors Industries Ltd. and its consolidated subsidiaries. USE OF PROCEEDS All of our common shares offered by this document are being offered by the selling shareholders. We will receive no part of the proceeds of any sales made under this document. SELLING SHAREHOLDERS Our common shares offered by this document have been or will have been acquired pursuant to our plans identified above. The following table sets forth certain information with respect to the selling shareholders who may be selling our common shares pursuant to this document.
TOTAL SHARES SHARES OWNED AFTER OFFERING BENEFICIALLY OWNED AS TOTAL SHARES ------------------------------- NAME AND ADDRESS(1) OF JUNE 30, 2002 OFFERED (2) NUMBER PERCENT (3) --------------------------------- --------------------- ------------ ---------- ----------- Eugene M. Isenberg 11,072,726(4) 1,071,514 10,001,212 6.93 Chairman of the Board, Director and Chief Executive Officer
(1) The address for this individual is: c/o Nabors Corporate Services, Inc., 515 West Greens Road, Suite 1200, Houston, Texas 77067. (2) All shares to vest in the future are expected to vest on July 22, 2002. (3) Based on 144,368,390 common shares issued and outstanding as of June 30, 2002, plus shares deemed beneficially owned by such holder as of that date. (4) The shares listed for Mr. Isenberg include 1,900,000 shares which may be acquired pursuant to the exercise of options within 60 days of June 30, 2002. The shares listed for Mr. Isenberg are held directly or indirectly through certain trusts, defined benefit plans and individual retirement accounts of which Mr. Isenberg's a grantor, trustee or beneficiary. Not included in the table are 386 shares owned directly or held in trust by Mr. Isenberg's spouse. PLAN OF DISTRIBUTION Our common shares offered by the selling shareholders or their transferees are to be sold from time to time, in one or more transactions, in whole or in part, pursuant to any of the methods listed in this document. Sales may be made in ordinary brokerage transactions on the American Stock Exchange or other national securities exchange on which our common shares trade or may trade in the future, at the price then prevailing at the time of sale. The commissions payable as a result of such sales will be the regular commissions of brokers for effecting such sales. Alternatively, the selling shareholders or their transferees may elect from time to time to offer their shares using the Page 5 of 12 following alternate methods: (1) in privately negotiated transactions directly with purchasers or (2) through underwriters, dealers or agents, who may acquire shares as principal (which persons may then resell the shares), or who may receive compensation in the form of underwriting discounts, commissions, or commissions from the selling shareholders and/or purchasers of common shares for whom they may act as agent. Unless disclosed otherwise in a prospectus supplement or amendment (see below) any sale pursuant to the alternate method described in clause (1) of the preceding sentence will be negotiated directly between the selling shareholder and the purchaser, and no finders or agents will be employed nor any commissions or fees paid. Any offer or sale made pursuant to an alternate method may be made for a fixed price, which may be changed, or at varying prices determined at the time of sale or at negotiated prices. Upon notice from a selling shareholder that he has elected to use an alternate method for an offer or sale, and to the extent required by the Securities Act, a prospectus supplement or amendment will be distributed which will set forth the aggregate number of shares of our common shares being offered and the terms of the offering, including the name or names of any underwriter, dealers or agents, any discounts, commissions, concessions and other items constituting compensation from the selling shareholders or the purchasers or the shares, any discounts, commissions or concessions allowed or reallowed or paid to dealers and any other material information required by the Securities Act. The selling shareholders and any underwriter, broker, dealer or other agent that participates in the distribution of our common shares offered by this document may be deemed to be "underwriters", as that term is defined under the Securities Act or associated rules. Any profit on the sale of our common shares by them and any discounts and commissions received by any such underwriter, broker, dealer or any other agent may be deemed to be underwriting discounts and commissions under the Securities Act. We have informed the selling shareholders that the anti-manipulative rules contained in Regulation M under the Exchange Act may apply to their sales in the market and have informed them of the requirement for delivery of this document in connection with any sale of our common shares offered by this document. All expenses of registration incurred in connection with the offering being made by this document are being borne by us, but any brokerage commissions and other expenses incurred by a selling shareholder will be borne by such selling shareholder. Any of our common shares covered by this document which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under that rule rather than pursuant to this document. INDEMNIFICATION Section 98 of the Companies Act 1981 of Bermuda (which we refer to as the Bermuda Companies Act) provides generally that a Bermuda company may indemnify its directors and officers against any liability that by virtue of Bermuda law otherwise would be imposed on them, except in cases where such liability arises from fraud or dishonesty of which such director or officer may be guilty in relation to the company. Section 98 further provides that a Bermuda company may indemnify its directors and officers against any liability incurred by them in defending any proceedings, whether civil or criminal, in which a judgment is awarded in their favor or in which they are acquitted or granted relief by the Supreme Court of Bermuda in certain proceedings arising under Section 281 of the Bermuda Companies Act. Bye-law 75 of our Amended and Restated Bye-Laws provides that we shall indemnify our current or former directors or officers against all liabilities, losses, damages or expenses incurred or suffered out of the actual or purported execution or discharge of their duties or the exercise or purported exercise of their powers as officers and directors. Such exemption from liability and indemnity shall have effect to the fullest extent of applicable law, but shall not extend in any matter which would render any such exemption void pursuant to the Bermuda Companies Act. Bye-law 75 further states that subject to the Bermuda Companies Act, expenses incurred in defending any civil action or criminal action or proceeding, for which indemnification is required pursuant to Bye-law 75, shall be paid by us in advance of the final disposition of such action or proceeding upon our receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified. Our directors and officers are also parties to indemnification and/or employment agreements which provide for these and other indemnification rights in accordance with Bermuda law. In addition, we have obtained an aggregate of $50,000,000 of directors' and officers' insurance coverage. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, Page 6 of 12 officers or controlling persons of Nabors Bermuda pursuant to the foregoing provisions, we have been informed that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. LEGAL MATTERS The validity of the issuance of our common shares offered by this document was passed upon for us by Appleby, Spurling & Kempe. INDEPENDENT ACCOUNTANTS The financial statements incorporated in this prospectus by reference to Nabors Delaware's Annual Report on Form 10-K for the year ended December 31, 2001 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. With respect to the unaudited financial information of Nabors Delaware for the three-month period ended March 31, 2002 incorporated by reference in this prospectus, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate report dated April 17, 2002, except for Notes 1 and 2, as to which the date is April 29, 2002, incorporated by reference herein, states that they did not audit and they do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their report on the unaudited financial information because that report is not a "report" or a "part" of the registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Act. Page 7 of 12 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Commission are incorporated in this document by reference: o Nabors Delaware's Annual Report filed on Form 10-K for the fiscal year ended December 31, 2001 as amended by Nabors Bermuda's Amendment No. 1 on Form 10-K/A filed June 27, 2002; o Nabors Delaware's Quarterly Report filed on Form 10-Q for the fiscal quarter ended March 31, 2002; o Nabors Delaware's Current Reports on Form 8-K filed on January 3, 2002, January 25, 2002, April 18, 2002, June 14, 2002, and June 25, 2002; o Nabors Bermuda's Current Reports on Form 8-K filed on June 25, 2002 and June 26, 2002; and o The description of our common shares contained in the Registration Statement on Form S-4, filed with the Commission on January 2, 2002, as amended by Pre-Effective Amendment No. 1, Pre-Effective Amendment No. 2, Pre-Effective Amendment No. 3 and Pre-Effective Amendment No. 4 to Form S-4, filed with the Commission on March 3, 2002, April 17, 2002, April 29, 2002 and May 10, 2002, respectively, and any subsequent amendment filed for the purpose of updating the description (Registration No. 333-76198). All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this registration statement which indicates that all of our common shares offered hereby have been sold or which deregisters all of our common shares then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed incorporated by reference in this registration statement shall be deemed to be modified or superseded for all purposes to the extent that a statement contained in this registration statement or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this registration statement modifies or supersedes such statement. ITEM 4. DESCRIPTION OF SECURITIES Not Applicable. ITEM 5. INTERESTS OF NAMED COUNSEL. The validity of the issuance of our common shares offered hereby will be passed upon for us by Appleby, Spurling & Kempe. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 98 of the Companies Act 1981 of Bermuda (which we refer to as the Bermuda Companies Act) provides generally that a Bermuda company may indemnify its directors and officers against any liability that by virtue of Bermuda law otherwise would be imposed on them, except in cases where such liability arises from fraud or dishonesty of which such director or officer may be guilty in relation to the company. Section 98 further provides that a Bermuda company may indemnify its directors and officers against any liability incurred by them in defending any proceedings, whether civil or criminal, in which a judgment is awarded in their favor or in which they are acquitted or granted relief by the Supreme Court of Bermuda in certain proceedings arising under Section 281 of the Bermuda Companies Act. Bye-law 75 of our Amended and Restated Bye-Laws provides that we shall indemnify our current or former directors or officers against all liabilities, losses, damages or expenses incurred or suffered out of the actual or purported execution or discharge of their duties or the exercise or purported exercise of their powers as officers and Page 8 of 12 directors. Such exemption from liability and indemnity shall have effect to the fullest extent of applicable law, but shall not extend in any matter which would render any such exemption void pursuant to the Bermuda Companies Act. Bye-law 75 further states that subject to the Bermuda Companies Act, expenses incurred in defending any civil action or criminal action or proceeding, for which indemnification is required pursuant to Bye-law 75, shall be paid by us in advance of the final disposition of such action or proceeding upon our receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified. Our directors and officers are also parties to indemnification and/or employment agreements which provide for these and other indemnification rights in accordance with Bermuda law. In addition, we have obtained an aggregate of $50,000,000 of directors' and officers' insurance coverage. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS. The following are filed as exhibits to this registration statement:
EXHIBIT NO. DESCRIPTION OF EXHIBIT +3.1 Memorandum of Association of Nabors Industries Ltd. (incorporated by reference to Annex II to the proxy statement / prospectus included in Nabors Industries Ltd.'s Registration Statement on Form S-4 (Registration No. 333-76198) filed May 10, 2002) +3.2 Amended and Restated Bye-Laws of Nabors Industries Ltd. (incorporated by reference to Annex III to the proxy statement / prospectus included in Nabors Industries Ltd.'s Registration Statement on Form S-4 (Registration No. 333-76198) filed May 10, 2002) 5.1 Opinion of Appleby, Spurling & Kempe regarding the legality of the securities being registered 15 Awareness Letter of PricewaterhouseCoopers LLP to the Commission 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Appleby, Spurling & Kempe (included in Exhibit 5.1) 24 Powers of Attorney (included in signature page)
- ------------------------- + Incorporated by reference as indicated. ITEM 9. UNDERTAKINGS. (a) Rule 415 Offering 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; Page 9 of 12 (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; (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 (1)(i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this 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) Filings incorporating Subsequent Exchange Act Documents by Reference 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 section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the 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. (c) Filing of Registration Statement on Form S-8 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 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 Securities Act and will be governed by the final adjudication of such issue. Page 10 of 12 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 Parish of St. James, Barbados, W.I. on July 17, 2002. NABORS INDUSTRIES LTD. By: /s/ Anthony G. Petrello -------------------------------------- Anthony G. Petrello President and Chief Operating Officer In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates stated. Each person whose signature to this registration statement appears below hereby appoints Anthony G. Petrello, Daniel McLachlin or Bruce P. Koch as his attorney-in-fact to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments and post-effective amendments to this registration statement which amendment or amendments or registration statement may make such changes and additions as such attorney-in-fact may deem necessary or appropriate.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Eugene M. Isenberg Chairman and Chief Executive July 17, 2002 ------------------------------------------------ Officer Eugene M. Isenberg /s/ Anthony G. Petrello President, Chief Operating July 17, 2002 ------------------------------------------------ Officer and Director Anthony G. Petrello /s/ Richard A. Stratton Vice Chairman and Director July 17, 2002 ------------------------------------------------ Richard A. Stratton /s/ Bruce P. Koch Vice President - Finance July 17, 2002 ------------------------------------------------ (Principal Financial and Bruce P. Koch Accounting Officer) /s/ James L. Payne Director July 17, 2002 ------------------------------------------------ James L. Payne /s/ Hans Schmidt Director July 17, 2002 ------------------------------------------------ Hans Schmidt /s/ Myron M. Sheinfeld Director July 17, 2002 ------------------------------------------------ Myron M. Sheinfeld /s/ Jack Wexler Director July 17, 2002 ------------------------------------------------ Jack Wexler /s/ Martin J. Whitman Director July 17, 2002 ------------------------------------------------ Martin J. Whitman
Page 11 of 12 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT +3.1 Memorandum of Association of Nabors Industries Ltd. (incorporated by reference to Annex II to the proxy statement / prospectus included in Nabors Industries Ltd.'s Registration Statement on Form S-4 (Registration No. 333-76198) filed May 10, 2002) +3.2 Amended and Restated Bye-Laws of Nabors Industries Ltd. (incorporated by reference to Annex III to the proxy statement / prospectus included in Nabors Industries Ltd.'s Registration Statement on Form S-4 (Registration No. 333-76198) filed May 10, 2002) 5.1 Opinion of Appleby, Spurling & Kempe regarding the legality of the securities being registered 15 Awareness Letter of PricewaterhouseCoopers LLP to the Commission 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Appleby, Spurling & Kempe (included in Exhibit 5.1) 24 Powers of Attorney (included in signature page)
- ------------------------- + Incorporated by reference as indicated. Page 12 of 12 EX-5.1 3 h98374exv5w1.txt OPINION OF APPLEBY, SPURLING & KEMPE [SSJ LETTERHEAD] EXHIBIT 5.1 STEPHEN S JAMES Counsel to the Firm 18 July 2002 Nabors Industries Ltd. c/o The Corporate Secretary Limited Whitepark House White Park Road Bridgetown, Barbados Dear Sirs NABORS INDUSTRIES LTD. (THE "COMPANY") We have acted as legal counsel in Bermuda to the Company in connection with the filing by the Company with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, of a registration statement on Form S-8 (the "Registration Statement") in relation to a total of 1,073,514 Common Shares of the Company of par value US$0.001 each (the "Common Shares") which may be issued upon the exercise of options to acquire Common Shares granted or to be granted under the Nabors Industries, Inc. 1992 Incentive Stock Plan and the Nabors Industries, Inc. 1993 Key Employee Stock Plan (collectively, the "Plans"). For the purposes of this opinion we have examined and relied upon the documents listed, and in some cases defined, in the Schedule to this opinion (the "Documents") together with such other documentation, as we have considered requisite to this opinion. Unless otherwise defined herein, capitalized terms have the meanings assigned to them in the Registration Statement. ASSUMPTIONS In stating our opinion we have assumed:- (a) the authenticity, accuracy and completeness of all Documents submitted to us, and such other documents examined by us, as originals, and the conformity to authentic original Documents of all Documents submitted to us, and such other documents examined by us, as certified, conformed, notarised, faxed or photostatic copies; (b) that each of the Documents and other such documentation which was received by electronic means is complete, intact and in conformity with the transmission as sent; 2 (c) the genuineness of all signatures on the Documents; (d) the authority, capacity and power of each of the persons signing the Documents (other than the Company); (e) that any representation, warranty or statement of fact or law, other than as to the laws of Bermuda, made in any of the Documents is true, accurate and complete; (f) that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would be contravened by the execution or delivery of the Plans or which would have any implication in relation to the opinion expressed herein and that, in so far as any obligation under, or action to be taken under, the Plans is required to be performed or taken in any jurisdiction outside Bermuda such action or obligation will not be illegal by virtue of the laws of that jurisdiction; (g) that the Plans are in the proper legal form to be admissible in evidence and enforced in the courts of the State of Delaware and in accordance with the laws of the State of Delaware; (h) that any award issued under the Plans (the "Awards") will constitute the legal, valid and binding obligation of the recipient; (i) that each of the Company or any other party to the Plans is not carrying on investment business in or from within Bermuda under the provisions of the Investment Business Act 1998 as amended from time to time; (j) that the records which were the subject of the Company Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date of the Company Search been materially altered; (k) that the records which were the subject of the Litigation Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date of the Litigation Search been materially altered; (l) that the Resolutions are in full force and effect, have not been rescinded, either in whole or in part, and there is no matter affecting the authority of the Directors to effect entry by the Company into the Plans, or to perform their obligations under the Registration Statement not disclosed by the Constitutional Documents or the Resolutions, which would have any adverse implication in relation to the opinions expressed herein; (m) that each Director of the Company, when the Board of Directors adopted the Resolutions (which are the Directors' resolutions), discharged his fiduciary duty 3 owed to the Company and acted honestly in good faith with a view to the best interests of the Company; (n) that each transaction to be entered into pursuant to the Plans is entered into in good faith with a view to the best interests of the Company; (o) that the Plans constitute legal, valid and binding obligations of the parties thereto, enforceable in accordance with its terms under the laws of the State of Delaware by which they are expressed to be governed and that the Company has entered into its obligations under the Plans in good faith for the purpose of carrying on its business and that, at the time it did so, there were reasonable grounds for believing that the transactions contemplated by the Plans would benefit the Company; (p) that the Plans constitute the legal, valid and binding obligations of the parties thereto, other than the Company, under the laws of their jurisdiction of incorporation or jurisdiction of formation; (q) that the Plans have been validly authorised, executed and delivered by each of the parties thereto, other than the Company, and the performance thereof is within the capacity and power of each such party thereto and that each such party to which the Company purportedly delivered the Plans has actually received and accepted delivery of the Plans; (r) that, at the time of issue by the Compensation Committee (the "Committee") of any Award under the Plans or of Common Shares pursuant to such Awards, the Committee has been duly constituted and remains a duly constituted committee of the Board of Directors of the Company having the necessary powers and authority to issue Awards and any Common Shares pursuant to the Plans; (s) that the approval of the issue of any Awards under the Plans are duly made at a duly convened and quorate meeting of the Committee in a manner complying with the terms of its constitution then in force within the authority then given to the Committee by the Board of Directors of the Company; and (t) that the issue price of the Common Shares issued pursuant to Awards issued under the Plans will not be less than the par value of such shares and the Company will have sufficient authorised share capital to effect the issue of such shares and will continue to hold the necessary consent of the Bermuda Monetary Authority. OPINION Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that: 4 (1) The Company is an exempted company incorporated with limited liability and existing under the laws of Bermuda. The Company possesses the capacity to sue and be sued in its own name and is in good standing under the laws of Bermuda. (2) The Company has taken all necessary corporate action to authorise the delivery of the Registration Statement and the registration of the Shares pursuant to the Registration Statement. (3) The Company has taken all necessary corporate action to authorise the Plans and the issuance of the Common Shares. (4) When issued in accordance with the Resolutions and the Plans, the Common Shares will be duly and validly issued, fully paid, non-assessable shares of the Company. (5) The issue by the Company of the Shares will not violate:- (a) any provision of any applicable law of Bermuda, nor, as far as can be ascertained from public record, any regulation or order of any governmental, judicial or public body or authority of or in Bermuda; (b) the Memorandum of Association or Bye-laws of the Company. (6) Based solely upon the Company Search and the Litigation Search: (i) no litigation, arbitration or administrative or other proceeding of or before any arbitrator or governmental authority of Bermuda is pending against or affecting the Company or against or affecting any of its properties, rights, revenues or assets; and (ii) no notice to the Registrar of Companies of the passing of a resolution of members or creditors to wind up or the appointment of a liquidator or receiver has been given. No petition to wind up the Company or application to reorganise its affairs pursuant to a Scheme of Arrangement or application for the appointment of a receiver has been filed with the Supreme Court. (7) The Company has received an assurance from the Ministry of Finance granting an exemption, until 28 March 2016, from the imposition of tax under any applicable Bermuda law computed on profits or income or computed on any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax, provided that such exemption shall not prevent the application of any such tax or duty to such persons as are ordinarily resident in Bermuda 5 and shall not prevent the application of any tax payable in accordance with the provisions of the Land Tax Act 1967 or otherwise payable in relation to land in Bermuda leased to the Company. There are, subject as otherwise provided in this opinion, no Bermuda taxes, stamp or documentary taxes, duties or similar charges now due, or which could in the future become due, in connection with the delivery, performance of the Plans or the transactions contemplated thereby and the Company is not required by any Bermuda law or regulation to make any deductions or withholdings in Bermuda from any payment it may make thereunder. RESERVATIONS We have the following reservations:- (a) The term "enforceable" as used in this opinion means that there is a way of ensuring that each party performs an agreement or that there are remedies available for breach. (b) We express no opinion as to the availability of equitable remedies such as specific performance or injunctive relief, or as to any matters, which are within the discretion of the courts of Bermuda in respect of any obligations of the Company as set out in the Plans. In particular, we express no opinion as to the enforceability of any present or future waiver of any provision of law (whether substantive or procedural) or of any right or remedy which might otherwise be available presently or in the future under the Plans. (c) Enforcement of the obligations of the Company under the Plans may be limited or affected by applicable laws from time to time in effect relating to bankruptcy, insolvency or liquidation or any other laws or other legal procedures affecting generally the enforcement of creditors' rights. (d) Enforcement of the obligations of the Company may be the subject of a statutory limitation of the time within which such proceedings may be brought. (e) We express no opinion as to any law other than Bermuda law and none of the opinions expressed herein relates to compliance with or matters governed by the laws of any jurisdiction except Bermuda. This opinion is limited to Bermuda law as applied by the Courts of Bermuda at the date hereof. (f) Where an obligation is to be performed in a jurisdiction other than Bermuda, the courts of Bermuda may refuse to enforce it to the extent that such performance would be illegal under the laws of, or contrary to public policy of, such other jurisdiction. 6 (g) Where a person is vested with a discretion or may determine a matter in his or its opinion, such discretion may have to be exercised reasonably or such an opinion may have to be based on reasonable grounds. (h) A Bermuda court may refuse to give effect to any provisions of the Plans in respect of costs of unsuccessful litigation brought before the Bermuda court or where that court has itself made an order for costs. (i) Searches of the Register of Companies at the office of the Registrar of Companies and of the Supreme Court Causes Book at the Registry of the Supreme Court are not conclusive and it should be noted that the Register of Companies and the Supreme Court Causes Book do not reveal: (i) whether an application to the Supreme Court for a winding up petition or for the appointment of a receiver or manager has been prepared but not yet been presented or has been presented but does not appear in the Causes Book at the date and time the Search is concluded; (ii) whether any arbitration or administrative proceedings are pending or whether any proceedings are threatened, or whether any arbitrator has been appointed; (iii) details of matters which have been lodged for filing or registration which as a matter of general practice of the Registrar of Companies would have or should have been disclosed on the public file but have not actually been registered or to the extent that they have been registered have not been disclosed or do not appear in the public records at the date and time the search is concluded; (iv) details of matters which should have been lodged for registration but have not been lodged for registration at the date the search is concluded; or (v) whether a receiver or manager has been appointed privately pursuant to the provisions of a debenture or other security, unless notice of the fact has been entered in the Register of Charges in accordance with the provisions of the Companies Act 1981. Furthermore, in the absence of a statutorily defined system for the registration of charges created by companies incorporated outside Bermuda ("overseas companies") over their assets located in Bermuda, it is not possible to determine definitively from searches of the Register of Charges maintained by the Registrar of Companies in respect of such overseas companies what charges have been registered over any of their assets located in Bermuda or whether any one charge has priority over any other charge over such assets. 7 (j) In order to issue this opinion we have carried out the Company Search as referred to in the Schedule to this opinion and have not enquired as to whether there has been any change since the date and time such search was completed. (k) In order to issue this opinion we have carried out the Litigation Search as referred to in the Schedule to this opinion and have not enquired as to whether there has been any change since the date and time such search was completed. (l) In paragraph (1) above, the term "good standing" means that the Company has received a Certificate of Compliance from the Registrar of Companies. (m) Any reference to this opinion to being "non-assessable" shall mean, in relation to fully-paid shares of the Company and subject to any contrary provision in any agreement in writing between the Company and the holder of shares, that no shareholder shall be obliged to contribute further amounts to the capital of the Company, either in order to complete payment for their shares, to satisfy claims of creditors of the Company, or otherwise; and no shareholder shall be bound by an alteration of the Memorandum of Association or Bye-laws of the Company after the date on which he became a shareholder, if and so far as the alteration requires him to take, or subscribe for additional shares, or in any way increase his liability to contribute to the share capital of, or otherwise to pay money to the Company. (n) Bermuda law does not recognise the concept of "treasury shares" and so such shares will not be available to satisfy the obligations of the Company to issue Common Shares under the Plans. DISCLOSURE This opinion is addressed to you in connection with the filing with the US Securities and Exchange Commission of the Registration Statement and is not to be made available to, or relied on by any other person or entity, or for any other purpose, without our prior written consent. We consent to the filing of this opinion as an exhibit to the Registration Statement by the Company. This opinion is addressed to you solely for your benefit and is neither to be transmitted to any other person, nor relied upon by any other person or for any other purpose nor quoted or referred to in any public document nor filed with any governmental agency or person, without our prior written consent, except as may be required by law or regulatory authority. Further, this opinion speaks as of its date and is strictly limited to the matters stated herein and we assume no obligation to review or update this opinion if applicable laws or the existing facts or circumstances should change. Yours faithfully /s/ APPLEBY SPURLING & KEMPE SCHEDULE 1. The entries and filings shown in respect of the Company on the file of the Company maintained in the Register of Companies at office of the Registrar of Companies in Hamilton, Bermuda, as revealed by a search completed at 11:20 a.m. on 17 July, 2002 (the "Company Search"). 2. The entries and filings shown in respect of the Company in the Supreme Court Causes Book maintained at the Registry of the Supreme Court in Hamilton, Bermuda, as revealed by a search completed at 12:05p.m. on 17 July, 2002 in respect of the Company (the "Litigation Search"). (The Company Search and the Litigation Search are together referred to as the "Searches"). 3. An electronic copy of the Registration Statement (excluding exhibits and excluding the documents incorporated by reference). 4. Faxed copies of the Plans. 5. Certified copies of the Certificate of Incorporation, Memorandum of Association and Bye-laws for the Company (collectively referred to as the "Constitutional Documents"). 6. Certified copies of the minutes of the Board of Directors of the Company effective 20 June, 2002 (the "Resolutions"). 7. A certified copy of the "Foreign Exchange Letter", dated 11 December, 2001 and a letter of permission dated 15 April 2002, issued by the Bermuda Monetary Authority, Hamilton Bermuda in relation to the Company. 8. An Officers Certificate (the "Certificate") dated 18 July, 2002 and signed by Geraldine Harris, Assistant Secretary of the Company confirming the authorised and issued capital of the Company as at that date and the maximum number of Common Shares to be issued pursuant to the Plans. 9. A Certificate of Compliance, dated 17 July, 2002 issued by the Ministry of Finance in respect of the Company. EX-15 4 h98374exv15.txt AWARENESS LETTER OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 15.1 July 18, 2002 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We are aware that our report dated April 17, 2002, except for Notes 1 and 2, as to which the date is April 29, 2002, on our review of the interim financial information of Nabors Industries, Inc. (the "Company') as of and for the period ended March 31, 2002 and included in the Company's quarterly report on Form 10-Q for the quarter then ended is incorporated by reference in this Registration Statement. Very truly yours, /s/ PRICEWATERHOUSECOOPERS LLP PricewaterhouseCoopers LLP EX-23.1 5 h98374exv23w1.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 23, 2002, except for Note 16, as to which the date is March 18, 2002, relating to the financial statements, which appears in the 2001 Annual Report to Shareholders, which is incorporated by reference in Nabors Industries, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2001. We also consent to the incorporation by reference of our report dated January 23, 2002 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. We also consent to the reference to us under the heading "Independent Accountants" in such Registration Statement. /s/ PRICEWATERHOUSECOOPERS LLP PricewaterhouseCoopers LLP Houston, Texas July 18, 2002 -----END PRIVACY-ENHANCED MESSAGE-----