<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 1998
REGISTRATION NO.
- --------------------------------------------------------------------------------
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
(ADDRESS, INCLUDING ZIP CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
NABORS INDUSTRIES, INC.
1996 EXECUTIVE OFFICERS INCENTIVE STOCK PLAN
1996 EXECUTIVE OFFICERS STOCK PLAN
1996 CHAIRMAN'S EXECUTIVE STOCK PLAN
1996 EMPLOYEE STOCK PLAN
1998 EMPLOYEE STOCK PLAN
(FULL TITLE OF THE PLANS)
ANTHONY G. PETRELLO
PRESIDENT, NABORS INDUSTRIES, INC.
515 WEST GREENS ROAD, SUITE 1200
HOUSTON, TEXAS 77067
(281) 874-0035
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
==================================================================================================================================
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 PAR 249,000 16.0000(2) $ 3,984,000(2) $ 1,175.28(2)
VALUE, $.10 PER SHARE
COMMON STOCK PAR 592,000 17.0000(2) $ 10,064,000(2) $ 2,968.88(2)
VALUE, $.10 PER SHARE
COMMON STOCK PAR 250,000 18.1250(2) $ 4,531,250(2) $ 1,336.72(2)
VALUE, $.10 PER SHARE
COMMON STOCK PAR 250,000 20.0000(2) $ 5,000,000(2) $ 1,475.00(2)
VALUE, $.10 PER SHARE
COMMON STOCK PAR 550,000 21.0000(2) $ 11,550,000(2) $ 3,407.25(2)
VALUE, $.10 PER SHARE
COMMON STOCK PAR 1,709,000 29.5500(2) $ 50,500,950(2) $ 14,897.78 (2)
VALUE, $.10 PER SHARE
COMMON STOCK PAR 10,000 7.1875(2) $ 71,875(2) $ 21.20(2)
VALUE, $.10 PER SHARE
COMMON STOCK PAR 250,000 17.0000(2) $ 4,250,000(2) $ 1,253.75(2)
VALUE, $.10 PER SHARE
COMMON STOCK PAR 600,000 17.5000(2) $ 10,500,000(2) $ 3,097.50(2)
VALUE, $.10 PER SHARE
COMMON STOCK PAR 850,000 17.5000(2) $ 14,875,000(2) $ 4,388.13(2)
VALUE, $.10 PER SHARE
COMMON STOCK PAR 6,000,000 20.2813(3) $ 121,687,800(3) $ 35,897.90(3)
VALUE, $.10 PER SHARE
COMMON STOCK PAR 5,000 24.2500(2) $ 121,250(2) $ 35.77(2)
VALUE, $.10 PER SHARE
COMMON STOCK PAR 530,850 24.4375(2) $ 12,972,647(2) $ 3,826.93(2)
VALUE, $.10 PER SHARE
COMMON STOCK PAR 2,464,150 20.2813(3) $ 49,976,165(3) $ 14,742.97(3)
--------- ------------- -----------
VALUE, $.10 PER SHARE
TOTAL 14,310,000 $ 300,084,937 $ 88,525.06
---------- ------------- -----------
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 3
(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 1996 EXECUTIVE OFFICERS
INCENTIVE STOCK PLAN, THE 1996 EXECUTIVE OFFICERS STOCK PLAN, THE 1996
CHAIRMAN'S EXECUTIVE STOCK PLAN, THE 1996 EMPLOYEE STOCK PLAN AND THE
1998 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 OPTIONS TO BE GRANTED 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 JUNE 15,
1998.
<PAGE> 4
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. 1996 Executive
Officers Incentive Stock Plan, the Nabors Industries, inc. 1996 Executive
Officers Stock Plan, the Nabors Industries, Inc. 1996 Chairman's Executive Stock
Plan, the Nabors Industries, Inc. 1996 Employee Stock Plan and the Nabors
Industries, Inc. 1998 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> 5
EXPLANATORY NOTE
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 shares of Common Stock of Nabors Industries, Inc.
acquired by the persons named therein pursuant to the Plans specified therein.
<PAGE> 6
PROSPECTUS
UP TO 5,050,000 SHARES
COMMON STOCK
PAR VALUE, $.10 PER SHARE
OF
NABORS INDUSTRIES, INC.
This Prospectus relates to an aggregate of up to 5,050,000 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"),
including their transferees. See "Selling Stockholders." Shares of Common Stock
offered hereby were or will be acquired by the Selling Stockholders pursuant to
the Company's 1996 Executive Officers Incentive Stock Plan, the 1996 Executive
Officers Stock Plan and the 1996 Chairman's Executive Stock Plan (collectively,
the "Plans"). 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 that participates in the
distribution of the shares of Common Stock offered hereby 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 any profit on the
sale of the shares of Common Stock 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.
The Company will not receive any part of the proceeds from sales made hereunder.
All expenses of registration incurred in connection with the offering being made
of this Prospectus are being borne by the Company, but any brokerage commissions
and other expenses incurred by a Selling Stockholder will be borne by such
Selling Stockholder.
The Common Stock trades on the American Stock Exchange, and on June 17, 1998,
the last practicable date preceding the date of this Prospectus, the closing
price of the Common Stock on such exchange was $21.625. The principal executive
offices of the Company are located at 515 W. Greens Road, Suite 1200, Houston,
Texas 77067 and the telephone number is 281-874-0035.
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 JUNE 18, 1998
<PAGE> 7
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 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 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, 13th Floor, New York, New York 10048 and
the Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. The Company is an electronic filer under the EDGAR (Electronic
Data Gathering, Analysis and Retrieval) system maintained by the Commission. The
Commission maintains a Web site (http://www.sec.gov) on the Internet that
contains reports and other information regarding companies that file
electronically with the Commission. The Common Stock trades 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.
The Company has filed a registration statement on Form S-8 (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 are incorporated in
this Prospectus by reference:
(A) The Company's Annual Report filed on Form 10-K for the fiscal
year ended September 30, 1997;
(B) The Company's Transition Report on Form 10-Q for the
transition period from October 1, 1997 to December 31, 1997;
(C) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1998;
(D) The Company's Current Report on Form 8-K filed with the
Commission on December 18, 1997;
(E) 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, 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
<PAGE> 8
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 (281) 874-0035),
Attention: Corporate 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> 9
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 of Common Stock hereby offered have been or will have been
acquired pursuant to the 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.
<TABLE>
<CAPTION>
SHARES OWNED
AFTER OFFERING (2)
TOTAL SHARES OWNED SHARES TO TOTAL ------------------
AS OF VEST IN THE SHARES
NAME AND ADDRESS(1) MARCH 31, 1998 FUTURE OFFERED NUMBER PERCENT
------------------- -------------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
Eugene M. Isenberg 10,459,341 (3) 0 2,650,000 7,809,341 7.30
Chairman of the Board, Director and
Chief Executive Officer
Anthony G. Petrello 4,341,730 (4) 0 1,850,000 2,491,730 2.42
Director, President and Chief
Operating Officer
Richard M. Stratton 1,468,745 (5) 230,000 550,000 918,745 *
Vice Chairman of the Board, Director
and President, Nabors Drilling USA,
Inc.
</TABLE>
* Denotes less than 1%.
(1) The address for these individuals is 515 West Greens Road, Suite 1200,
Houston, Texas 77067.
(2) Based on 100,816,098 shares of Common Stock issued and outstanding as
of March 31, 1998.
(3) The shares listed for Mr. Isenberg include 8,865,992 shares which may
be acquired pursuant to the exercise of options within 60 days of March
31, 1998. 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 4,191,730 shares which may
be acquired pursuant to the exercise of options within 60 days of March
31, 1998.
(5) The shares listed for Mr. Stratton include 1,450,000 shares which may
be acquired pursuant to the exercise of options or vesting of shares
within 60 days of March 31, 1998.
<PAGE> 10
PLAN OF DISTRIBUTION
The shares of Common Stock offered hereby 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 herein.
Sales may be made 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 or their transferees 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 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
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 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 Stockholders and any underwriter, broker, dealer or other
agent that participates in the distribution of the shares of Common Stock
offered hereby may be deemed to be "underwriters", as that term is construed
within the meaning of the Securities Act, in which event any profit on the sale
of the shares of Common Stock by then 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.
The Company has informed the Selling Stockholders that the
anti-manipulative rules contained in Regulation M under the Exchange Act may
apply to their sales in the market and has informed them of the requirement for
of this Prospectus in connection with any sale of Common Stock offered hereby.
All expenses of registration incurred in connection with the offering being made
of this Prospectus are being borne by the Company, but any brokerage commissions
and other expenses incurred by a Selling Stockholder will be borne by such
Selling Stockholder.
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 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.
<PAGE> 11
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 indemnification and/or employment
agreements which provide for these and other indemnification rights in
accordance with Delaware law. In addition, 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.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock offered
hereby will be passed upon for the Company by Baker & McKenzie, New York, New
York. Anthony G. Petrello, a Director, the President and Chief Operating Officer
of the Company, was partner of, and is currently of counsel to, Baker &
McKenzie.
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> 12
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, 1997;
(B) The Company's Transition Report on Form 10-Q for the
transition period from October 1, 1997 to December 31, 1997;
(C) The Company's Quarterly Report on From 10-Q for the fiscal
quarter ended March 31, 1998;
(D) The Company's Current Report on Form 8-K filed with the
Commission on December 18, 1997;
(E) 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, 1992 and any subsequent amendment
thereto filed for the purpose of updating the description.
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 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Company by Baker & McKenzie, New York, New York. Anthony G.
Petrello, a Director, the President and Chief Operating Officer of the Company,
was partner of, and is currently of counsel to, Baker & McKenzie.
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
<PAGE> 13
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following are filed as exhibits to this Registration Statement:
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
5 Opinion of Baker & McKenzie.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Baker & McKenzie -- contained in the opinion appearing
as Exhibit 5.
24 Power of Attorney (included in the signature page).
- ---------
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
<PAGE> 14
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 Act and will be governed by the final adjudication of
such issue.
<PAGE> 15
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 City of Houston, State of Texas, on June 18, 1998.
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 Bruce P. Koch
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 by the following persons in the
capacities and on the dates indicated.
<PAGE> 16
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/Eugene M. Isenberg Chairman and June 18, 1998
- -------------------------- Chief Executive Officer
Eugene M. Isenberg
/s/Anthony G. Petrello President, Director June 18, 1998
- -------------------------- and Chief Operating Officer
Anthony G. Petrello
/s/Richard A. Stratton Vice Chairman and June 18, 1998
- -------------------------- President, Nabors Drilling, USA, Inc.
Richard A. Stratton
/s/Gary T. Hurford Director June 18, 1998
- --------------------------
Gary T. Hurford
/s/Hans Schmidt Director June 18, 1998
- --------------------------
Hans Schmidt
/s/Myron M. Sheinfeld Director June 18, 1998
- --------------------------
Myron M. Sheinfeld
/s/Jack Wexler Director June 18, 1998
- --------------------------
Jack Wexler
/s/Martin J. Whitman Director June 18, 1998
- --------------------------
Martin J. Whitman
/s/Bruce P. Koch Vice President - Finance June 18, 1998
- -------------------------- (Principal Financial and
Bruce P. Koch Accounting Officer)
</TABLE>
<PAGE> 17
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
5 Opinion of Baker & McKenzie
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Baker & McKenzie -- contained in the opinion appearing
as Exhibit 5.
24 Power of Attorney (included in the signature page).
- -------------
<PAGE> 1
Exhibit 5
June 18, 1998
Nabors Industries, Inc.
515 West Greens Road
Suite 1200
Houston, Texas 77067
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
Nabors Industries, Inc., a Delaware corporation (the "Company"), is
filing with the Securities and Exchange Commission a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"). The Registration Statement relates to the registration by
the Company of an aggregate of 14,310,000 shares of Common Stock, par value $.10
per share, of the Company (the "Shares"), issuable upon exercise of stock
options granted or to be granted under the Company's 1996 Executive Officers
Incentive Stock Plan, the Company's 1996 Executive Officers Stock Plan, the
Company's 1996 Chairman's Executive Stock Plan, the Company's 1996 Employee
Stock Plan and the Company's 1998 Employee Stock Plan (collectively the
"Plans").
In this regard we have examined originals or copies authenticated to
our satisfaction of the Company's Restated Certificate of Incorporation, as
amended, the Company's By-Laws, as amended, and the Company's records of
corporate proceedings. In addition, we have made such other examinations of law
and fact as we have considered necessary in order to form a basis for the
opinions hereinafter expressed. In such examination we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as photostatic or certified copes, and the authenticity of the originals of
such copies.
Based upon the foregoing, we are of the opinion that the Shares to be
issued in accordance with the terms of the Plans have been duly and validly
authorized for issuance or sale, and, when issued and paid for as described in
the Plans, will be duly and validly issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required by the Act or the rules
and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/Baker & McKenzie
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 related to the Nabors Industries, Inc. 1996 Executive Officers
Incentive Stock Plan, the 1996 Executive Officers Stock Plan, 1996 Chairman's
Executive Stock Plan, 1996 Employee Stock Plan and 1998 Employee Stock Plan of
our report dated November 12, 1997, on our audit of the consolidated financial
statements of Nabors Industries, Inc. We also consent to the reference to our
firm under the caption "Experts".
/S/COOPERS & LYBRAND L.L.P.
Houston, TX
June 17, 1998
