AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 2002
REGISTRATION NO. 333-91743-99
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
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 1381 N/A
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
organization of incorporation) Classification Code Number) 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.
1999 POOL EMPLOYEE/DIRECTOR OPTION EXCHANGE PLAN
(Full title of the Plan)
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EXPLANATORY STATEMENT
This post-effective amendment No. 1 to the registration statement on
Form S-8, Registration No. 333-91743 (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 1999 Pool Employee/Director Option Exchange Plan, but Nabors Delaware will
continue to maintain and sponsor such plan.
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.
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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;
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 and June 14, 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 EXPERTS AND 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.
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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.
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
4
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
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
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Appleby, Spurling & Kempe (included in Exhibit 5.1)
23.3 Awareness Letter of PricewaterhouseCoopers LLP to the Commission
24 Powers of Attorney (included in signature page)
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+ 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;
(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
5
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.
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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
post-effective amendment No. 1 to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on June 24, 2002.
NABORS INDUSTRIES LTD.
By: /s/ ANTHONY G. PETRELLO
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Anthony G. Petrello
President and Chief Operating Officer
In accordance with the requirements of the Securities Act of 1933,
this post-effective amendment No. 1 to the registration statement has been
signed by the following persons in the capacities and on the dates stated. Each
person whose signature to this post-effective amendment No. 1 to the
registration statement appears below hereby appoints Anthony G. Petrello 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 post-effective amendment No. 1 to the
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
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/s/ EUGENE M. ISENBERG Chairman and Chief Executive June 24, 2002
------------------------------------------------ Officer
Eugene M. Isenberg
/s/ ANTHONY G. PETRELLO President, Chief Operating June 24, 2002
------------------------------------------------ Officer and Director
Anthony G. Petrello
/s/ RICHARD A. STRATTON Vice Chairman and Director June 24, 2002
------------------------------------------------
Richard A. Stratton
/s/ BRUCE P. KOCH Vice President - Finance June 24, 2002
------------------------------------------------ (Principal Financial and
Bruce P. Koch Accounting Officer
/s/ JAMES L. PAYNE Director June 24, 2002
------------------------------------------------
James L. Payne
/s/ HANS SCHMIDT Director June 24, 2002
------------------------------------------------
Hans Schmidt
/s/ MYRON M. SHEINFELD Director June 24, 2002
------------------------------------------------
Myron M. Sheinfeld
/s/ JACK WEXLER Director June 24, 2002
------------------------------------------------
Jack Wexler
/s/ MARTIN J. WHITMAN Director June 24, 2002
------------------------------------------------
Martin J. Whitman
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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
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Appleby, Spurling & Kempe (included in Exhibit 5.1)
23.3 Awareness Letter of PricewaterhouseCoopers LLP to the Commission
24 Powers of Attorney (included in signature page)
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+ Incorporated by reference as indicated.