<PAGE> 1
As filed with the Securities and Exchange Commission on September 3, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NABORS INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-2615287
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
515 West Greens Road, Suite 1200, Houston, Texas 77067
(713) 874-0035
(Address, including zip code, and telephone
number, including area code, of Registrant's
principal executive offices)
NABORS INDUSTRIES, INC.
1994 EXECUTIVE OFFICERS STOCK PLAN
1996 EMPLOYEE STOCK PLAN
(Full title of the Plans)
Michael W. Dundy, Esq.
Vice President and General Counsel Nabors Industries, Inc.
515 West Greens Road, Suite 1200
Houston, Texas 77067
(713) 874-0035
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered(1) Per Share Price Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 3,600,000 6.375(2) $ 22,950,000(2) $ 7,913.79(2)
par value
$.10 per share
Common Stock 659,500 10.375(2) $ 6,842,313(2) $ 2,359.42(2)
par value,
$.10 per share
Common Stock 5,340,500 14.500(3) $ 77,437,250(3) $ 26,702.50(3)
par value,
$.10 per share
====================================================================================================================================
</TABLE>
(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 1994 Executive Officers
Stock Plan and the 1996 Employee Stock Plan.
(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 using the price at which such
options may be exercised.
(3) 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 using the average of the daily
high and low price of the Common Stock on the American Stock Exchange
on August 27, 1996.
<PAGE> 2
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. 1994 Executive
Officers Stock Plan and the 1996 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.
<PAGE> 3
EXPLANATORY NOTE
The Prospectus filed as a part of this Registration Statement has been prepared
in accordance with the requirements of Form S-3 and may be used for reofferings
and resales of shares of common stock of Nabors Industries, Inc. acquired by
the persons named therein pursuant to the Plans.
<PAGE> 4
PROSPECTUS
UP TO 3,600,000 SHARES
COMMON STOCK
PAR VALUE, $.10 PER SHARE
OF
NABORS INDUSTRIES, INC.
This Prospectus relates to an aggregate of up to 3,600,000 shares of common
stock, par value $.10 per share (the "Common Stock"), of Nabors Industries,
Inc., a Delaware corporation (the "Company"), which shares of Common Stock are
held by certain persons who may be deemed to be "affiliates" of the Company as
defined by Rule 405(a) of Regulation C of the Securities and Exchange
Commission (the "Commission"), and which shares of Common Stock may be offered
from time to time by the selling stockholders named herein (the "Selling
Stockholders"). See "Selling Stockholders." Shares of Common Stock offered
hereby were acquired by the Selling Stockholders pursuant to the Company's 1994
Executive Officers Stock Plan. Sales to be made pursuant to this Prospectus
are to be made through ordinary brokerage transactions on the American Stock
Exchange or any other national securities exchange on which the shares of
Common Stock trade, at the price then available at the time of sale. However,
the Selling Stockholders may elect to offer or sell shares of Common Stock
pursuant to any of the methods listed herein. In the event that the Selling
Stockholders elect to sell the shares of Common Stock in a manner other than
ordinary brokerage transactions, and to the extent required by law, the Company
will amend or supplement this Prospectus to provide the details of the
offering. See "Plan of Distribution." This Prospectus also relates to such
additional shares of Common Stock as may be issued to the Selling Stockholders
as a result of future stock adjustments, in respect of the shares of Common
Stock covered hereby.
The Selling Stockholders and any broker or dealer executing sale orders on
behalf of the Selling Stockholders may be deemed to be "underwriters," as that
term is construed within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"), in which event commissions received by such broker or
dealer may be deemed to be underwriting commissions under the Securities Act.
The Company will not receive any part of the proceeds from sales made
hereunder. Each Selling Stockholder will bear all expenses with respect to the
offering of Common Stock by him, except the costs associated with registering
the shares of Common Stock under the Securities Act and of preparing and
printing this Prospectus, which shall be borne by the Company.
The Common Stock trades on the American Stock Exchange, and on August 29, 1996,
the last practicable date preceding the date of this Prospectus, the closing
price of the Common Stock on such exchange was $15.00.
<PAGE> 5
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
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 AUGUST 30, 1996
<PAGE> 6
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
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, proxy statements 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 Offices of the Commission located at Seven World
Trade Center, New York, New York 10048 and Citicorp Center, 500 West Madison
Street, Chicago, Illinois 60661. The Common Stock trades on the American Stock
Exchange, and the reports, proxy statements and other information may also be
inspected and copied at the American Stock Exchange, 86 Trinity Place, New
York, New York 10006.
The Company contemporaneously herewith is filing a registration
statement on Form S-3 (herein, collectively, together with all amendments and
exhibits, referred to as the "Registration Statement") under the Securities
Act. This Prospectus 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,
reference is hereby made to the Registration Statement including the exhibits
filed as a part thereof and otherwise incorporated therein.
Statements contained in this Prospectus or in any document
incorporated by reference in this Prospectus as to the contents of any contract
or other document referred to herein or therein are not necessarily complete,
and 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 being qualified in all respects by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS
The following documents filed with the Commission incorporated in this
Prospectus by reference:
(A) The Company's Annual Report filed on Form 10-K for the fiscal
year ended September 30, 1995;
(B) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended December 31, 1995, March 31, 1996 and June 30,
1996; and
(C) The description of the Common Stock contained in the
Registration Statement on Form 8-A, File No. 1-9245, filed
with the Commission on August 22, 1986 as amended by Amendment
No. 1 thereto dated May 20,
<PAGE> 7
1992 and any subsequent amendment thereto filed for the
purpose of updating the description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of shares of Common Stock hereunder shall be
deemed incorporated by reference in this Prospectus and to be a part hereof
from the date of filing of such documents. Any statement contained in a
document incorporated or deemed incorporated herein by reference shall be
deemed to be modified or superseded for all purposes to the extent that a
statement contained in this Prospectus or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference in this
Prospectus modifies or supersedes such statement.
The Company undertakes to provide without charge to each person to
whom a Prospectus 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
Prospectus is a part) from a document or part thereof not delivered with the
Prospectus, but not including exhibits to the document unless such exhibits are
specifically incorporated by reference. Requests for such information should
be directed to Nabors Industries, Inc., at the Company's executive offices
located at 515 West Greens Road, Suite 1200, Houston, Texas 77067 (telephone
number (713) 874-0035), Attention: Secretary.
NO PERSON HAS BEEN AUTHORIZED BY THE COMPANY TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS. ANY INFORMATION OR
REPRESENTATION GIVEN WHICH IS NOT CONTAINED HEREIN MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THE INFORMATION HEREIN CONTAINED IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF.
<PAGE> 8
USE OF PROCEEDS
All of the Shares offered hereby are being offered by the Selling
Stockholders. The Company will receive no part of the proceeds of any sales
made hereunder.
SELLING STOCKHOLDERS
The shares offered hereby are shares of Common Stock which have been
acquired pursuant to Company Stock Option Plans. The following table sets
forth certain information with respect to the Selling Stockholders who may be
selling shares of Common Stock pursuant to this Prospectus.
Shares Owned After Offering (2)
<TABLE>
<CAPTION>
Total Shares Shares to Total
Relationship With Owned as of Vest in Shares
Name and Address(1) the Company July 31, 1996 the Future Offered Number Percent
---------------- ----------- ------------- ---------- -------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Eugene M. Isenberg Chairman of the Board, 7,259,349 (3) 0 1,800,000 5,459,349 6.29
Chief Executive Officer
Anthony G. Petrello Director, President, 3,128,000 (4) 0 1,600,000 1,528,000 1.76
Chief Operating Officer
Richard M. Stratton Vice Chairman of the 973,746 (5) 0 200,000 773,746 *
Board
</TABLE>
* Denotes less than 1%.
(1) The address for the above individual is 515 West Greens Road, Suite
1200, Houston, Texas 77067.
(2) Based solely on 86,793,238 shares of Common Stock issued and
outstanding as of July 31, 1996.
<PAGE> 9
(3) The shares listed for Mr. Isenberg include 5,366,000 shares which may
be acquired pursuant to the exercise of options within 60 days of July
31, 1996. Not included in the table are 372,596 shares owned directly
or held in trust by members of Mr. Isenberg's family of which Mr.
Isenberg disclaims beneficial ownership.
(4) The Shares listed for Mr. Petrello include 2,978,000 shares which may
be acquired pursuant to the exercise of options within 60 days of July
31, 1996.
(5) The shares listed for Mr. Stratton include 950,000 shares which may be
acquired pursuant to the exercise of options or vesting of shares
within 60 days of July 31, 1996.
<PAGE> 10
PLAN OF DISTRIBUTION
The Common Stock offered hereby is to be sold from time to time, in
one or more transactions, in whole or in part, in ordinary brokerage
transactions on the American Stock Exchange or other national securities
exchange on which shares of Common Stock 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 Stockholders may elect from time to
time to offer their shares in (i) privately negotiated transactions directly
with purchasers or (ii) through underwriters, dealers or agents who may receive
compensation in the form of underwriting discounts, commissions, or commissions
from the Selling Stockholders and/or purchasers of the Common Stock for whom
they may act as agent (collectively, the "Alternate Methods"). Unless
disclosed otherwise in a Prospectus Supplement or Amendment (see below) any
sale pursuant to the Alternate Method described in clause (i) of the preceding
sentence will be negotiated directly between the Selling Stockholder 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 Stockholder
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
Common Stock 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
Stockholders, any discounts, commissions or concessions allowed or reallowed or
paid to dealers and any other material information required by the Securities
Act.
The Selling Stockholders and any underwriters, dealers or agents that
participate in the distribution of the Common Stock offered hereby may be
deemed to be underwriters, in which event any discounts, commissions or
concessions received by any such underwriters, dealers and agents might be
deemed to be underwriting discounts and commissions under the Securities Act.
The Company has informed the Selling Stockholders that the
anti-manipulative Rules 10b-2, 10b-6 and 10b-7 under the Exchange Act may apply
to their sales in the market and has furnished each Selling Stockholder with a
copy of these rules and has informed them of the requirement for delivery of
this Prospectus in connection with any sale of Common Stock offered hereby.
Each Selling Stockholder will bear all expenses with respect to the offering of
Common Stock by him except the costs associated with registering his shares of
Common Stock under the Securities Act and preparing and printing this
Prospectus, which costs shall be borne by the Company.
<PAGE> 11
Any shares of Common Stock covered by this Prospectus which qualify
for sale pursuant to Rule 144 under the Securities Act may be sold under that
Rule rather than pursuant to this Prospectus.
INDEMNIFICATION
Under Delaware law, a corporation may include provisions in its
certificate of incorporation which relieves its directors of monetary liability
for breach of their fiduciary duty, except under certain circumstances which
include a breach of a director's duty of loyalty, acts or omissions not in good
faith or involving intentional misconduct and a knowing violation of law, or
any transaction from which the director derived an improper personal benefit.
The Company's Restated Certificate of Incorporation, as amended, provides that
the Company's directors are not liable to the Company or its stockholders for
monetary damages for breach of their fiduciary duties, subject to the
exceptions specified by Delaware law.
Delaware law also provides that when an officer, director, employee or
agent of a corporation is a party to, or is threatened to be made a party to,
any action, the corporation may indemnify such person against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement,
if that person acted in good faith and he or she reasonably believed such
actions were in, or not opposed to, the best interests of the corporation and
were not unlawful.
Delaware law also provides that a person to be indemnified has the
right to be advanced any expenses incurred in his or her defense against any
action prior to the final disposition thereof upon receipt by the Company of an
undertaking by or on behalf of that person to repay such amount(s) if it is
ultimately determined that such person is not entitled to such indemnification.
The Company's Restated Certificate of Incorporation provides these
rights to the Company's officers, directors, employees or agents. Directors
and officers of the Company are also parties to employment agreements which
provide for these and other indemnification rights in accordance with Delaware
law. The Company has obtained an aggregate of $25,000,000 of directors and
officers insurance coverage.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has 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.
<PAGE> 12
INTERESTS OF NAMED COUNSEL
The validity of the issuance of the shares of Common Stock offered
hereby will be passed upon for the Company by Michael W. Dundy, Esq., Vice
President and General Counsel for the Company. As of July 31, 1996, Mr. Dundy
had the right to acquire 75,000 shares of Common Stock through the exercise of
options pursuant to stock option plans of the Company of which options in
respect of 22,500 shares of Common Stock have not vested.
EXPERTS
The financial statements incorporated by reference in this Prospectus
and elsewhere in the Registration Statement have been so incorporated in
reliance on the report of Coopers & Lybrand, L.L.P. independent accountants,
and given on the authority of said firm as experts in accounting and auditing.
<PAGE> 13
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Company filed or to be filed with the
SEC are incorporated herein by reference as of their respective dates:
(A) The Company's Annual Report filed on Form 10-K for the fiscal
year ended September 30, 1995;
(B) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended December 31, 1995, March 31, 1996 and June 30,
1996; and
(C) The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A, File No. 1-9245, filed
with the SEC on August 22, 1986 as amended by Amendment No. 1
thereto dated May 20, 1992 and any subsequent amendment
thereto.
All documents subsequently filed by the Company 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 the Registration Statement relating to
the Common Stock offered hereby which indicates that all such Common Stock has
been sold or which deregisters all such Common Stock 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 5. INTERESTS OF NAMED COUNSEL.
The validity of the issuance of the Common Stock offered hereby will
be passed upon for the Company by Michael W. Dundy, Esq., Vice President and
General Counsel for the Company. As of July 31, 1996, Mr. Dundy had the right
to acquire 75,000 shares of Common Stock through the exercise of options
pursuant to stock option plans of the Company of which options in respect of
22,500 shares of Common Stock have not vested.
<PAGE> 14
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Delaware law, a corporation may include provisions in its
certificate of incorporation which relieve its directors of monetary liability
for breach of their fiduciary duty, except under certain circumstances which
include a breach of a director's duty of loyalty, acts or omissions not in good
faith or involving intentional misconduct and a knowing violation of law, or
any transaction from which the director derived an improper personal benefit.
The Company's Restated Certificate of Incorporation, as amended, provides that
the Company's directors are not liable to the Company or its stockholders for
monetary damages for breach of their fiduciary duties, subject to the
exceptions specified by Delaware law.
Delaware law also provides that when an officer, director, employee or
agent of a corporation is a party to, or is threatened to be made a party to,
any action, the corporation may indemnify such persons against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement,
if that person acted in good faith and he or she reasonably believed such
actions were in or not opposed to the best interests of the corporation, and
were not unlawful.
Delaware law also provides that a person to be indemnified has the
right to be advanced any expenses incurred in his or her defense against any
action prior to the final disposition thereof upon receipt by the Company of an
undertaking by or on behalf of that person to repay such amount(s) if it is
ultimately determined that such person is not entitled to such indemnification.
The Company's Restated Certificate of Incorporation provides these
rights to the Company's officers, directors, employees or agents. Directors
and officers of the Company are also parties to employment agreements which
provide for these and other indemnification rights in accordance with Delaware
law. The officers and directors of the Company are covered by directors and
officers insurance aggregating $25,000,000.
<PAGE> 15
ITEM 8. EXHIBITS.
The following are filed as exhibits to this Registration Statement:
EXHIBIT
NUMBER DESCRIPTION
------- -----------
5 Opinion of Michael W. Dundy, Esq., Vice President and General
Counsel.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Michael W. Dundy, Esq. -- contained in the opinion
appearing as Exhibit 5.
24 Power of Attorney (included in the signature page).
_____
<PAGE> 16
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 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.
<PAGE> 17
(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 Act and
will be governed by the final adjudication of such issue.
<PAGE> 18
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
authorized, in the City of Houston, State of Texas, on August 30, 1996.
NABORS INDUSTRIES, INC.
By: /s/Anthony G. Petrello
-------------------------------------
Anthony G. Petrello
President and Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Anthony G. Petrello and Michael W.
Dundy, and each of them, his true and lawful attorneys-in-fact and agents with
full powers of substitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to the Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting singly unto said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<PAGE> 19
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C>
/s/Eugene M. Isenberg Chairman and August 30, 1996
- ---------------------- Chief Executive Officer
Eugene M. Isenberg
/s/Anthony G. Petrello President, Director August 30, 1996
- ---------------------- and Chief Operating Officer
Anthony G. Petrello
/s/Richard A. Stratton Vice Chairman August 30, 1996
- ----------------------
Richard A. Stratton
/s/Gary T. Hurford Director August 30, 1996
- ----------------------
Gary T. Hurford
/s/Hans Schmidt Director August 30, 1996
- ----------------------
Hans Schmidt
/s/Myron M. Sheinfeld Director August 30, 1996
- ----------------------
Myron M. Sheinfeld
/s/Jack Wexler Director August 30, 1996
- ----------------------
Jack Wexler
/s/Martin J. Whitman Director August 30, 1996
- ----------------------
Martin J. Whitman
/s/Michael W. Dundy Vice President and August 30, 1996
- ---------------------- General Counsel
Michael W. Dundy
/s/Bruce P. Koch Vice President - Finance August 30, 1996
- ----------------------
Bruce P. Koch
/s/Daniel McLachlin Vice President August 30, 1996
- ---------------------- and Secretary
Daniel McLachlin
</TABLE>
<PAGE> 20
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
5 Opinion of Michael W. Dundy, Esq., Vice President and General Counsel.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Michael W. Dundy, Esq. -- contained in the opinion appearing as Exhibit 5.
24 Power of Attorney (included in the signature page).
</TABLE>
_____________
<PAGE> 1
Exhibit 5
August 28, 1996
Nabors Industries, Inc.
515 West Greens Road
Suite 1200
Houston, Texas 77067
Re: Registration of 9,600,000 shares of Common Stock, par value
$.10 per share (the "Common Stock"), under the Securities Act
of 1933, as amended
Ladies and Gentlemen:
In my capacity as Vice President and General Counsel of Nabors
Industries, Inc., a Delaware corporation (the "Company"), I have been asked to
render this opinion in connection with a Registration Statement on Form S-8
(the "Registration Statement"), being filed contemporaneously herewith by the
Company with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Act"), covering an aggregate of 9,600,000 shares of
Common Stock (the "Option Stock") to be issued upon the exercise of options to
acquire shares of Common Stock granted under the Company's 1994 Executive
Officers Stock Plan and 1996 Employee Stock Plan (the "Plans").
In that connection, I have examined the Certificate of Incorporation,
as amended, and the By-Laws, as amended, the proceedings of the Company
relating to the grant and issuance of the options and their underlying shares
of Common Stock pursuant to the Plans, and such other instruments and documents
as I deemed relevant under the circumstances.
In making the aforesaid examinations, I have assumed the genuiness of
all signatures and the conformity to original documents of all copies furnished
to me as photostatic copies. I have also assumed that the corporate records
furnished to me by the Company include all corporate proceedings taken by the
Company to date.
Based upon the subject to the foregoing, I am of the opinion that the
Option Stock to be issued upon the exercise of the options under the Plans has
been duly and validly authorized and, when issued and paid for as described in
the Plans, will be duly and validly issued, fully paid and nonassessable.
I hereby consent to the use of my opinion as herein set forth as an
exhibit to the Registration Statement and to the use of my name under the
caption "Legal Opinion" in the Prospectus forming part of the Registration
Statement.
Very truly yours,
Michael W. Dundy, Esq.
Vice President and
General Counsel
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 (File No. 333- ) related to the Nabors Industries, Inc. 1994
Executive Officers Stock Plan and the 1996 Employee Stock Plan of our report
dated November 27, 1995, on our audits of the financial statements of Nabors
Industries, Inc. as of September 30, 1995 and 1994, and for the years ended
September 30, 1995, 1994 and 1993.
COOPERS & LYBRAND L.L.P.
Houston, TX
August 28, 1996
