As filed with the Securities and Exchange Commission on January 7, 2005
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UNITED STATES
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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NABORS INDUSTRIES LTD.
(Exact Name of Registrant as Specified in Its Charter)
BERMUDA
(State or Other Jurisdiction of
Incorporation or Organization)
98-0363970
(I.R.S. Employer Identification No.)
2ND FL. INTERNATIONAL TRADING CENTRE
WARRENS
ST. MICHAEL, BARBADOS
TELEPHONE: (246) 421-9471
(Address of Principal
Executive Offices)
NABORS INDUSTRIES LTD.
2003 EMPLOYEE STOCK PLAN
(Full Title of the Plan)
BRUCE M. TATEN, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
NABORS CORPORATE SERVICES, INC.
515 WEST GREENS ROAD, SUITE 1200
HOUSTON, TEXAS 77067
TELEPHONE: (281) 874-0035
(Name and Address of Agent For Service)
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Per Aggregate Offering Amount of
To Be Registered Registered Share (1) Price Registration Fee
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Common Shares, par 3,500,000 shares (2) $48.58 $170,030,000 $20,012.53
value $.001 per share
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(1) Pursuant to Rule 457(h) of the Securities Act of 1933, and solely for the
purpose of calculating the registration fee, the proposed maximum offering price
per share is based on the average of the high and low sales prices of the Common
Shares on the American Stock Exchange on
January 5, 2005.
(2) If, as a result of stock splits, stock dividends or similar transactions,
the number of securities purported to be registered by this registration
statement changes, the provisions of Rule 416 under the Securities Act of 1933
shall apply to this registration statement, and this registration statement
shall be deemed to cover the additional securities resulting from the split of,
or the dividend on, the securities covered by this registration statement.
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 Ltd. 2003 Employee
Stock Plan. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II below, taken together,
constitute the Section 10(a) prospectus. Information required by Part I to be
contained in the Section 10(a) prospectus is omitted from this registration
statement in accordance with the introductory note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed with the Securities and Exchange
Commission by Nabors Industries Ltd. ("Nabors") and are incorporated herein by
reference and made a part hereof:
- Nabors' Annual Report on Form 10-K for the fiscal year ended December 31,
2003, filed on March 15, 2004;
- Nabors' Quarterly Report on Form 10-Q for the quarter ended March 31,
2004, filed on May 7, 2004; Nabors' Quarterly Report on Form 10-Q for the
quarter ended June 30, 2004, filed on August 6, 2004; and Nabors'
Quarterly Report on Form 10-Q for the quarter ended September 30, 2004,
filed on November 4, 2004;
- Nabors' Current Reports on Form 8-K filed on September 20, 2004, October
27, 2004, October 29, 2004 and December 17, 2004; and
- The description of Nabors' common shares contained in its Registration
Statement on Form S-4, filed 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 on March 25, 2002, April 17, 2002, April 29, 2002, and May 10,
2002, respectively (Registration No. 333-76198).
All documents subsequently filed by Nabors pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment to this registration statement that indicates that
all securities offered pursuant to this registration statement have been sold or
that deregisters all securities then remaining unsold, shall also be deemed to
be incorporated by reference herein and to be a part hereof from the dates of
filing of such documents.
Any statement contained in a document incorporated (or deemed to be
incorporated) by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is (or
is deemed to be) incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Bermuda law, a company is permitted to indemnify its directors and
officers subject to certain restrictions. Section One (1) and Section
Seventy-Five (75) of our Amended and Restated Bye-laws state:
"Officer" means a Director, Secretary, or other officer of the
Company appointed pursuant to these Bye-laws, but does not include
any person holding the office of auditor in relation to the Company;
"75. Exemption and Indemnification of Officers. Subject always to
these Bye-laws, no Officer shall be liable for the acts, receipts,
neglects or defaults of any other Officer nor shall any Officer be
liable in respect of any negligence, default or breach of duty on
his or her own part in relation to the Company or any Subsidiary, or
for any loss, misfortune or damage which may happen, in or arising
out of the actual or purported execution or discharge of his or her
duties or the exercise or purported exercise of his or her powers or
otherwise in relation to or in connection with his or her duties,
powers or office.
75.1. Subject always to these Bye-laws, every Officer shall be
indemnified and held harmless out of the funds of the Company
against all liabilities, losses, damages or expenses (including but
not limited to liabilities under contract, tort and statute or any
applicable foreign law or regulation and all legal and other costs
and expenses properly payable) incurred or suffered by the Officer
arising out of the actual or purported execution or discharge of the
Officer's duties (including, without limitation, in respect of his
or her service at the request of the Company as a director, officer,
partner, trustee, employee, agent or similar functionary of another
person) or the exercise or purported exercise of the Officer's
powers or otherwise, in relation to or in connection with the
Officer's duties, powers or office (including but not limited to
liabilities attaching to the Officer and losses arising by virtue of
any rule of law in respect of any negligence, default, breach of
duty or breach of trust of which such Officer may be guilty in
relation to the Company or any Subsidiary of the Company).
75.2. Every Officer shall be indemnified out of the funds of the
Company against all liabilities arising out of the actual or
purported execution or discharge of the Officer's duties or the
exercise or purported exercise of the Officer's powers or otherwise,
in relation to or in connection with the Officer's duties, powers or
office, incurred by such Officer in defending any proceedings,
whether civil or criminal, in which judgment is given in the
Officer's favour, or in which the Officer is acquitted, or in
connection with any application under the Companies Acts in which
relief from liability is granted to the Officer by the court.
75.3. In this Bye-law 75 (i) the term "Officer" includes, in
addition to the persons specified in the definition of that term in
Bye-law 1, the Resident Representative, a member of a
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committee constituted under these Bye-laws, any person acting as an
Officer or committee member in the reasonable belief that the
Officer has been so appointed or elected, notwithstanding any defect
in such appointment or election, and any person who formerly was an
Officer or acted in any of the other capacities described in this
clause (i) and (ii) where the context so admits, references to an
Officer include the estate and personal representatives of a
deceased Officer or any such other person.
75.4. The provisions for exemption from liability and indemnity
contained in this Bye-law shall have effect to the fullest extent
permitted by Applicable Law, but shall not extend to any matter
which would render any of them void pursuant to the Companies Acts.
75.5. To the extent that any person is entitled to claim an
indemnity pursuant to these Bye-laws in respect of an amount paid or
discharged by him or her, the relevant indemnity shall take effect
as an obligation of the Company to reimburse the person making such
payment (including advance payments of fees or other costs) or
effecting such discharge.
75.6. The rights to indemnification and reimbursement of expenses
provided by these Bye-laws shall not be deemed to be exclusive of,
and are in addition to, any other rights to which a person may be
entitled. Any repeal or amendment of this Bye-law 75 shall be
prospective only and shall not limit the rights of any Officer or
the obligation of the Company with respect to any claim arising
prior to any such repeal or amendment.
75.7. In so far as it is permissible under Applicable Law, each
Shareholder and the Company agree to waive any claim or right of
action the Shareholder or it may at any time have, whether
individually or by or in the right of the Company, against any
Officer on account of any action taken by such Officer or the
failure of such Officer to take any action in the performance of his
duties with or for the Company, provided however, that such waiver
shall not apply to any claims or rights of action arising out of the
fraud or dishonesty of such Officer or to recover any gain, personal
profit or advantage to which such Officer is not legally entitled.
75.8. Subject to the Companies Acts, expenses incurred in defending
any civil or criminal action or proceeding for which indemnification
is required pursuant to this Bye-law 75 shall be paid by the Company
in advance of the final disposition of such action or proceeding
upon 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 pursuant to
this Bye-law 75.
75.9. Each Shareholder of the Company, by virtue of its acquisition
and continued holding of a Share, shall be deemed to have
acknowledged and agreed that the advances of funds may be made by
the Company as aforesaid, and when made by the Company under this
Bye-law 75 are made to meet expenditures incurred for the purpose of
enabling such Officer to properly perform his or her duties as an
Officer."
We have entered into agreements with certain of our directors and officers
indemnifying them against expenses, settlements, judgments and fines in
connection with any threatened, pending or completed action, suit, arbitration
or proceeding where the individual's involvement is by reason of the fact that
he is or was our director or officer or served at our request as a director or
officer of another organization, except where such indemnification is not
permitted under applicable law.
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In addition, we maintain insurance on behalf of our directors and
executive officers insuring them against any liability asserted against them in
their capacities as directors or executive officers or arising out of this
status.
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
---------- ----------------------
+4.1 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)
+4.2 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 Hunter regarding the legality of the securities being
registered
15 Awareness Letter of PricewaterhouseCoopers LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Appleby Spurling Hunter (included in Exhibit 5.1)
24 Powers of Attorney (included in signature page)
+99 Nabors Industries Ltd. 2003 Employee Stock Plan (incorporated by reference to Annex D
to Nabors Industries Ltd.'s Definitive Proxy Statement on Schedule 14A (File No.
000-49887) filed May 8, 2003)
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+ Incorporated by reference as indicated.
ITEM 9. 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:
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(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 Securities and Exchange Commission
pursuant to Securities Act Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective 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 with or furnished to the
Securities and Exchange 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 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) The undersigned registrant hereby further 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
Exchange Act) that is incorporated by reference in this 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) 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 Securities Act of 1933 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
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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 of 1933 and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Nabors
Industries Ltd. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing this registration statement 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 St. Michael, Barbados
this 7th day of January, 2005.
NABORS INDUSTRIES LTD.
By: /s/ Daniel McLachlin
--------------------------------
Name: Daniel McLachlin
Title: Vice President -
Administration & Secretary
POWER OF ATTORNEY
Each person whose signature to this registration statement appears below
hereby appoints each of Eugene M. Isenberg, Anthony G. Petrello, and Bruce M.
Taten as his attorney-in-fact, with full power of substitution, to sign on his
behalf, individually and in the capacities stated below, and to file (i) any and
all amendments and post-effective amendments to this registration statement and
(ii) any registration statement relating to the same offering pursuant to Rule
462(b) under the Securities Act of 1933, which amendments or registration
statements may make such changes and additions as such attorney-in-fact may deem
necessary or appropriate. 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 dates stated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Eugene M. Isenberg Chairman and Chief January 7, 2005
---------------------------- Executive Officer
Eugene M. Isenberg
/s/ Anthony G. Petrello Deputy Chairman, January 7, 2005
---------------------------- President, Chief
Anthony G. Petrello Operating Officer and
Director
/s/ Bruce P. Koch Vice President and January 7, 2005
---------------------------- Chief Financial Officer
Bruce P. Koch
/s/ Alexander M. Knaster Director January 7, 2005
----------------------------
Alexander M. Knaster
/s/ James L. Payne Director January 7, 2005
----------------------------
James L. Payne
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/s/ Hans W. Schmidt Director January 7, 2005
----------------------------
Hans W. Schmidt
/s/ Myron M. Sheinfeld Director January 7, 2005
----------------------------
Myron M. Sheinfeld
/s/ Jack Wexler Director January 7, 2005
----------------------------
Jack Wexler
/s/ Martin J. Whitman Director January 7, 2005
----------------------------
Martin J. Whitman
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
---------- ----------------------
+4.1 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)
+4.2 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 Hunter regarding the legality of the securities being
registered
15 Awareness Letter of PricewaterhouseCoopers LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Appleby Spurling Hunter (included in Exhibit 5.1)
24 Powers of Attorney (included in signature page)
+99 Nabors Industries Ltd. 2003 Employee Stock Plan (incorporated by reference to Annex D
to Nabors Industries Ltd.'s Definitive Proxy Statement on Schedule 14A (File No.
000-49887) filed May 8, 2003)
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+ Incorporated by reference as indicated.
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