<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 14, 1999
REGISTRATION NO. 333-
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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 1 of 17
<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF ADDITIONAL REGISTRATION FEE
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TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED(1)(2) PER SHARE PRICE FEE
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock par 249,000 16.0000(3) $ 3,984,000(3) $ 1,175.28(3)
value, $.10 per share
" 592,000 17.0000(3) $ 10,064,000(3) $ 2,968.88(3)
" 250,000 18.1250(3) $ 4,531,250(3) $ 1,336.72(3)
" 250,000 20.0000(3) $ 5,000,000(3) $ 1,475.00(3)
" 550,000 21.0000(3) $ 11,550,000(3) $ 3,407.25(3)
" 1,709,000 29.5500(3) $ 50,500,950(3) $ 14,897.78(3)
" 10,000 7.1875(3) $ 71,875(3) $ 21.20(3)
" 250,000 17.0000(3) $ 4,250,000(3) $ 1,253.75(3)
" 600,000 17.5000(3) $ 10,500,000(3) $ 3,097.50(3)
" 850,000 17.5000(3) $ 14,875,000(3) $ 4,388.13(3)
" 6,000,000 20.2813(3) $ 121,687,800(3) $ 35,897.90(3)
" 5,000 24.2500(3) $ 121,250(3) $ 35.77(3)
" 530,850 24.4375(3) $ 12,972,647(3) $ 3,826.93(3)
" 2,464,150 20.2813(4) $ 49,976,165(4) $ 14,742.97(4)
" 1,045,172 $11.5000(3) $ 12,019,478.00(3) $ 3,341.41(3)
" 5,029,674 $12.5000(3) $ 62,870,925.00(3) $ 17,478.12(3)
" 3,400,000 $12.6250(3) $ 42,925,000.00(3) $ 11,933.15(3)
" 20,500 $14.1250(3) $ 289,562.50(3) $ 80.50(3)
" 5,000 $15.0625(3) $ 75,312.50(3) $ 20.94(3)
" 5,000 $15.6250(3) $ 78,125.00(3) $ 21.72(3)
" 200,000 $15.7500(3) $ 3,150,000.00(3) $ 875.70(3)
" 5,000 $18.9375(3) $ 94,687.50(3) $ 26.32(3)
" 2,000 $21.5625(3) $ 43,125.00(3) $ 11.99(3)
" 7,500 $23.0625(3) $ 172,968.75(3) $ 48.09(3)
" 4,780,154 $27.9063(5) $133,396,411.60(5) $ 37,084.20(5)
---------- -------- --------------- ------------
TOTAL 28,810,000(1)(2) $555,200,533.12(1)(2) $ 160,349.22(1)(2)(6)
========== =============== ============
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</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 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. Such additional shares have been or may from
time to time be issued at indeterminate prices, pursuant to the
referenced plans.
(2) The amount of securities to be registered consists of Common Stock as
have been or may from time to time be issued at indeterminate prices,
pursuant to the referenced Plans. An additional 14,310,000 shares of
Common Stock were previously registered on a Registration Statement on
Form S-8 (No. 333-57129). Pursuant to Rule 429 under the Securities Act
of 1933, as amended, this amount includes 14,310,000 of securities
being carried forward from earlier registration statement on Form S-8
(No. 333-57129) which have not been sold.
(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 in effect at the date of filing, using the price
at which such options may be exercised.
(4) 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 that were previously registered in the
Registration Statement on Form S-8 (Registration No. 333-57129) filed
June 18, 1998 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 2 of 17
<PAGE> 3
(5) 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 September
7, 1999.
(6) Pursuant to Rule 429 under the Securities Act, the amount of 14,310,000
shares of Common Stock covered by an earlier Registration Statement on
Form S-8 (No. 333-57129) is being carried forward and the corresponding
registration fee of $88,526.06 was previously paid at that time.
Accordingly, $71,823.16 is paid herewith.
THE PROSPECTUS CONTAINED IN THE REGISTRATION STATEMENT RELATES TO
14,310,000 SHARES OF COMMON STOCK OF THE REGISTRANT COVERED BY THE REGISTRATION
STATEMENT ON FORM S-8 (NO. 333-57129) OF THE REGISTRANT, AND IS INTENDED TO BE
THE COMBINED PROSPECTUS REFERRED TO IN RULE 429 UNDER THE SECURITIES ACT OF
1933, AS AMENDED.
Page 3 of 17
<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.
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.
Page 4 of 17
<PAGE> 5
PROSPECTUS
UP TO 11,324,724 SHARES
COMMON STOCK
PAR VALUE, $.10 PER SHARE
OF
NABORS INDUSTRIES, INC.
This Prospectus relates to an aggregate of up to 11,324,724 shares of common
stock, par value $.10 per share, of Nabors Industries, Inc., a Delaware
corporation. These shares are held by certain persons who may be deemed to be
"affiliates" of Nabors as defined by Rule 405(a) of Regulation C of the
Securities and Exchange Commission. The shares may be offered from time to time
by the selling stockholders named in this document, or their transferees. See
"Selling Stockholders". Shares of common stock offered by this document were or
will be acquired by the selling stockholders pursuant to the following Nabors'
plans: 1998 Employee Stock Plan, 1996 Executive Officers Incentive Stock Plan,
the 1996 Executive Officers Stock Plan or 1996 Chairman's Executive Stock Plan.
Sales to be made pursuant to this document are to be made through ordinary
brokerage transactions on the American Stock Exchange or any other national
securities exchange on which the shares of Nabors 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 Nabors common stock pursuant to any of the
methods listed in this document. In the event that the selling stockholders
elect to sell the shares of Nabors common stock in a manner other than ordinary
brokerage transactions, and to the extent required by law, Nabors will amend or
supplement this document to provide the details of the offering. See "Plan of
Distribution". This document 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 by this document.
The selling stockholders and any broker or dealer that participates in the
distribution of the shares of common stock offered by this document may be
deemed to be "underwriters," as that term is construed within the meaning of the
Securities Act of 1933, as amended. 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.
Nabors will not receive any part of the proceeds from sales made under this
document. All expenses of registration incurred in connection with the offering
being made by this document are being borne by Nabors, but any brokerage
commissions and other expenses incurred by a selling stockholder will be borne
by such selling stockholder.
Nabors' common stock trades on the American Stock Exchange, and on September 13,
1999, the last practicable date preceding the date of this document, the closing
price of the common stock on such exchange was $28.75. Nabors' principal
executive offices are located at 515 W. Greens Road, Suite 1200, Houston, Texas
77067 and its 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 SEPTEMBER 14, 1999
Page 5 of 17
<PAGE> 6
AVAILABLE INFORMATION
Nabors is subject to the information requirements of the Securities
Exchange Act of 1934, as amended, and in accordance with such act files reports
and other information with the Securities and Exchange 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. Nabors is an electronic filer under the EDGAR (Electronic Data
Gathering, Analysis and Retrieval) system maintained by the Commission. The
Commission maintains a site on the Internet (http://www.sec.gov) that contains
reports and other information regarding companies that file electronically with
the Commission. Nabors' 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.
Nabors has filed a registration statement on Form S-8 under the
Securities Act that includes this document. This document does not contain all
of the information set forth in the registration statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. For further information, you should refer to the registration
statement and its exhibits.
Statements contained in this document or in any document incorporated
by reference into this document as to the contents of any contract or other
document are not necessarily complete. In each instance reference is made to the
copy of such contract or other document filed as an exhibit to the registration
statement or such other document. Each such statement is qualified in all
respects by such reference.
INCORPORATION OF CERTAIN DOCUMENTS
The following documents filed with the Commission are incorporated in
this document by reference:
(A) Nabors' Annual Report filed on Form 10-K for the fiscal year
ended December 31, 1998;
(B) Nabors' Quarterly Reports filed on Form 10-Q for the fiscal
quarters ended March 31, 1999 and June 30, 1999; and
(C) Nabors' Current Reports filed on Form 8-K and amendments thereto,
filed on January 11, 1999, February 3, 1999, March 1, 1999, April
22, 1999, June 21, 1999, June 30, 1999 and July 6, 1999.
(D) The description of Nabors' 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
dated May 20, 1992 and any subsequent amendment filed for the
purpose of updating the description.
All documents filed by Nabors pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date of this document and prior to the
termination of the offering of shares of common stock under this document shall
be deemed incorporated by reference in this document and to be a part of this
document from the date of filing of such documents. Any statement contained in a
document incorporated or deemed incorporated by reference shall be deemed to be
modified or superseded for all purposes to the extent that a statement contained
in this document or in any other subsequently filed document which also is, or
is deemed to be, incorporated by reference in this document modifies or
supersedes such statement.
Nabors undertakes to provide without charge to each person to whom this
document is delivered, upon written or oral request of such person, a copy of
any and all of the information that has been incorporated by reference in the
registration statement filed with the Commission (of which this document is a
part) from a document or part thereof not delivered with this document, but not
including exhibits unless such exhibits are specifically incorporated by
reference. Requests for such information should be directed to Nabors at 515
West Greens Road, Suite 1200, Houston, Texas 77067 (telephone number (281)
874-0035), Attention: Corporate Secretary.
Page 6 of 17
<PAGE> 7
NO PERSON HAS BEEN AUTHORIZED BY NABORS TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS DOCUMENT. ANY INFORMATION OR
REPRESENTATION GIVEN WHICH IS NOT CONTAINED IN THIS DOCUMENT MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY NABORS. NEITHER THE DELIVERY OF THIS DOCUMENT
NOR ANY SALE UNDER THIS DOCUMENT SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED IN THIS DOCUMENT IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE OF THIS DOCUMENT.
USE OF PROCEEDS
All of the shares offered by this document are being offered by the
selling stockholders. Nabors will receive no part of the proceeds of any sales
made under this document.
SELLING STOCKHOLDERS
The shares of Nabors common stock offered by this document have been or
will have been acquired pursuant to the Nabors' plans identified above. The
following table sets forth certain information with respect to the selling
stockholders who may be selling shares of Nabors common stock pursuant to this
document.
<TABLE>
<CAPTION>
TOTAL SHARES SHARES OWNED
BENEFICIALLY OWNED SHARES TO TOTAL AFTER OFFERING(3)
AS OF AUGUST 31, VEST IN THE SHARES -----------------------
NAME AND ADDRESS(1) 1999 FUTURE(2) OFFERED NUMBER PERCENT
---------------- ------------------ ----------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Eugene M. Isenberg 4,775,902 (4) 6,049,119 6,672,301 4,152,720 3.55
Chairman of the Board, Director and
Chief Executive Officer
Anthony G. Petrello 1,235,512 (5) 3,005,423 3,486,173 754,762 *
Director, President and Chief Operating
Officer
Richard A. Stratton 416,245 (6) 1,063,125 1,166,250 313,120 *
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) All shares to vest in the future are expected to vest on December 14, 1999.
(3) Based on 116,921,839 shares of common stock issued and outstanding as of
August 31, 1999. Assumes all shares held by a selling stockholder that are
to vest December 14, 1999 become vested.
(4) Includes options to acquire 3,000,500 shares of common stock that are
vested currently. Not included in the table are 190,543 shares owned
directly or held in trust by members of Mr. Isenberg's family of which Mr.
Isenberg disclaims beneficial ownership.
(5) Includes options to acquire 1,084,500 shares of common stock that are
vested currently.
(6) Includes options to acquire 387,500 shares that are vested currently.
PLAN OF DISTRIBUTION
The shares of Nabors common stock offered by the selling stockholders
or their transferees are to be sold from time to time, in one or more
transactions, in whole or in part, pursuant to any of the methods listed in this
document. Sales may be made in ordinary brokerage transactions on the American
Stock Exchange or other national securities exchange on which 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 using
Page 7 of 17
<PAGE> 8
the following alternate methods: (1) in privately negotiated transactions
directly with purchasers or (2) through underwriters, dealers or agents, who may
acquire shares as principal (which persons may then resell the shares), or who
may receive compensation in the form of underwriting discounts, commissions, or
commissions from the selling stockholders and/or purchasers of the common stock
for whom they may act as agent. Unless disclosed otherwise in a prospectus
supplement or amendment (see below) any sale pursuant to the alternate method
described in clause (1) of the preceding sentence will be negotiated directly
between the selling 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 Nabors 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 by this document may be deemed to be "underwriters", as that term is
defined under the Securities Act or associated rules. Any profit on the sale of
the shares of common stock by them and any discounts and commissions received by
any such underwriter, broker, dealer or any other agent may be deemed to be
underwriting discounts and commissions under the Securities Act.
Nabors 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 delivery of this
document in connection with any sale of common stock offered by this document.
All expenses of registration incurred in connection with the offering being made
of this document are being borne by Nabors, but any brokerage commissions and
other expenses incurred by a selling stockholder will be borne by such selling
stockholder.
Any shares of Nabors common stock covered by this document which
qualify for sale pursuant to Rule 144 under the Securities Act may be sold under
that rule rather than pursuant to this document.
INDEMNIFICATION
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.
Nabors' Restated Certificate of Incorporation provides that Nabors' directors
are not liable to Nabors 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 Nabors 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.
Nabors' Restated Certificate of Incorporation provides these rights to
Nabors' officers, directors, employees or agents. Directors and officers of
Nabors are also parties to indemnification and/or employment agreements which
provide for these and other indemnification rights in accordance with Delaware
law. In addition, Nabors has obtained an aggregate of $50,000,000 of directors'
and officers' insurance coverage.
Page 8 of 17
<PAGE> 9
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling Nabors
pursuant to the foregoing provisions, Nabors 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 Nabors common stock offered by this
document will be passed upon for Nabors by Katherine P. Ellis, Senior Counsel of
Nabors Corporate Services, Inc., a wholly owned subsidiary of Nabors. As of
September 13, 1999, Ms. Ellis had the right to acquire 23,250 shares of Nabors
common stock through the exercise of options, none of which are vested
currently.
EXPERTS
The financial statements incorporated by reference in this document and
elsewhere in the registration statement have been so incorporated in reliance on
the report of PricewaterhouseCoopers LLP, independent accountants, and given on
the authority of said firm as experts in accounting and auditing.
Page 9 of 17
<PAGE> 10
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of Nabors Industries, Inc. filed or to be filed
with the Securities and Exchange Commission are incorporated herein by reference
as of their respective dates:
(A) Nabors' Annual Report filed on Form 10-K for the fiscal year ended
December 31, 1998;
(B) Nabors' Quarterly Reports filed on Form 10-Q for the fiscal
quarters ended March 31, 1999 and June 30, 1999; and
(C) Nabors' Current Reports filed on Form 8-K and amendments thereto,
filed on January 11, 1999, February 3, 1999, March 1, 1999, April
22, 1999, June 21, 1999, June 30, 1999 and July 6, 1999.
(D) The description of Nabors' 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 dated
May 20, 1992 and any subsequent amendment filed for the purpose of
updating the description.
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 the registration statement relating to the
common stock offered by this document 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 into this document by reference and to be a
part of this document from the date of filing of such documents. Any statement
contained in a document incorporated or deemed incorporated by reference 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 by this
registration statement will be passed upon for Nabors by Katherine P. Ellis,
Senior Counsel of Nabors Corporate Services, Inc., a wholly owned subsidiary of
Nabors. As of September 13, 1999, Ms. Ellis had the right to acquire 23,250
shares of Nabors common stock through the exercise of options, none of which are
vested currently.
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.
Nabors' Restated Certificate of Incorporation provides that Nabors' directors
are not liable to Nabors 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
Page 10 of 17
<PAGE> 11
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 Nabors 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.
Nabors' Restated Certificate of Incorporation provides these rights to
Nabors' officers, directors, employees or agents. Directors and officers of
Nabors are also parties to employment and/or indemnification agreements which
provide for these and other indemnification rights in accordance with Delaware
law. Nabors' officers and directors also are covered by directors' and officers'
insurance aggregating $50,000,000.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following are filed as exhibits to this Registration Statement:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
-------- -----------
<S> <C>
4.1(1) Restated Certificate of Incorporation of Nabors Industries, Inc. dated March 4, 1997.
5 Opinion of Katherine P. Ellis, Senior Counsel, Nabors Corporate Services, Inc.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Katherine P. Ellis, Senior Counsel, Nabors Corporate Services, Inc. - contained
in the opinion filed as Exhibit 5.
24 Power of Attorney (included in the signature page).
</TABLE>
- -------------------
(1) Incorporated by reference to the Exhibits to Form 10-Q, File No.
1-9245, filed with the Commission on May 16, 1997.
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 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.
(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.
Page 11 of 17
<PAGE> 12
(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 12 of 17
<PAGE> 13
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 September 13, 1999.
NABORS INDUSTRIES, INC.
By: /s/Anthony G. Petrello
-------------------------------------
Anthony G. Petrello
President and Chief Operating Officer
POWER OF ATTORNEY
Each individual whose signature appears below constitutes and appoints
each of Anthony G. Petrello and Bruce P. Koch as his true and lawful
attorney-in-fact and agent 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 to such amendments, and all documents in connection
with such amendments, 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 of such grant.
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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/Eugene M. Isenberg Chairman and September 13, 1999
- --------------------------- Chief Executive Officer
Eugene M. Isenberg
/s/Anthony G. Petrello President, Director September 13, 1999
- --------------------------- and Chief Operating Officer
Anthony G. Petrello
/s/Richard A. Stratton Vice Chairman and September 13, 1999
- --------------------------- Director
Richard A. Stratton
/s/Hans Schmidt Director September 13, 1999
- ---------------------------
Hans Schmidt
/s/Myron M. Sheinfeld Director September 13, 1999
- ---------------------------
Myron M. Sheinfeld
Director September , 1999
- ---------------------------
Jack Wexler
</TABLE>
Page 13 of 17
<PAGE> 14
<TABLE>
<S> <C> <C>
Director September , 1999
- ---------------------------
Martin J. Whitman
/s/ Bruce P. Koch Vice President - Finance September 13, 1999
- --------------------------- (Principal Financial and
Bruce P. Koch Accounting Officer)
</TABLE>
Page 14 of 17
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------- ----------- ----
<S> <C> <C>
4.1(1) Restated Certificate of Incorporation of Nabors Industries, Inc. dated March 4, 1997. --
5 Opinion of Katherine P. Ellis, Senior Counsel, Nabors Corporate Services, Inc. 16
23.1 Consent of PricewaterhouseCoopers LLP 17
23.2 Consent of Katherine P. Ellis, Senior Counsel, Nabors Corporate Services, Inc. - --
contained in the opinion filed as Exhibit 5.
24 Power of Attorney (included in the signature page). --
</TABLE>
- -------------
(1) Incorporated by reference to the Exhibits to Form 10-Q, File No. 1-9245,
filed with the Commission on May 16, 1997.
Page 15 of 17
<PAGE> 1
EXHIBIT 5
NABORS CORPORATE 515 West Greens Road
SERVICES, INC. Suite 1000
Houston, Texas 77067-4525
281-874-0035
281-775-8431
September 13, 1999
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 28,810,000 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 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").
In this regard I have examined originals or copies authenticated to my
satisfaction 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, I have made such other examinations of law and fact as
I have considered necessary in order to form a basis for the opinions
hereinafter expressed. In such examination I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as originals, the
conformity to original documents of all documents submitted to me as photostatic
or certified copes, and the authenticity of the originals of such copies.
Based upon the foregoing, I am 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.
I hereby consent to the filing of this opinion as an exhibit to the
registration statement. In giving this consent, I do not admit that I 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/ Katherine P. Ellis
Katherine P. Ellis
Senior Counsel
Page 16 of 17
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this registration
statement on Form S-8 (File No. 333-_____) of our report dated February 2, 1999
relating to the financial statements of Nabors Industries, Inc., which appears
in its Annual Report on Form 10-K for the year ended December 31, 1998. We also
consent to the reference to our firm under the caption "Experts".
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Houston, TX
September 13, 1999
Page 17 of 17
