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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 31, 1999
REGISTRATION NO. 333-11313
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------------
POST-EFFECTIVE AMENDMENT NO. 3
TO
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.
1994 EXECUTIVE OFFICERS STOCK PLAN
1996 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)
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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 in the Prospectus pursuant to the plans specified
in the Prospectus.
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PROSPECTUS
UP TO 1,160,000 SHARES
COMMON STOCK
PAR VALUE, $.10 PER SHARE
OF
NABORS INDUSTRIES, INC.
This Prospectus relates to an aggregate of up to 1,160,000 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". The shares of common stock offered by this document
were or will be acquired by the selling stockholders pursuant to Nabors' 1996
Employee 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 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 Nabors 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.
The selling stockholders and any broker or dealer that participates in the
distribution of the shares of Nabors 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. On August 30, 1999,
the last practicable date preceding the date of this document, the closing price
of the common stock on the exchange was $26.4375. 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 AUGUST 31, 1999
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AVAILABLE INFORMATION
Nabors is subject to the information requirements of the Securities
Exchange Act of 1934, as amended, and files reports and other information
required by the act 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 with respect to the shares of common stock offered by 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,
reference is made to the registration statement, including 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 shall be deemed
incorporated by reference into 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 to this document unless such exhibits are specifically
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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.
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
BNOR 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 of common stock 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 Nabors' 1996 Employee Stock Plan. The
following table sets forth certain information with respect to the selling
stockholders who may be selling shares of common stock pursuant to this
document.
<TABLE>
<CAPTION>
TOTAL SHARES TOTAL SHARES OWNED
OWNED AS OF SHARES AFTER OFFERING
NAME AND ADDRESS(1) JULY 31, 1999(2) OFFERED NUMBER PERCENT(3)
------------------- ---------------- ------- ------ ----------
<S> <C> <C> <C> <C>
Eugene M. Isenberg 4,775,902 (4) 800,500 3,975,402 3.4
Chairman of the Board, Director and Chief
Executive Officer
Anthony G. Petrello 1,235,512 184,500 1,051,012 *
Director, President and Chief Operating
Officer
Richard M. Stratton 591,245 175,000 416,245 *
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) Does not include shares to vest on or about December 14, 1999 under
other Nabors' plans, as follows: Mr. Isenberg, 9,049,619 shares,
Mr. Petrello, 4,089,923 shares, and Mr. Stratton, 1,625,625 shares.
(3) Based on 116,594,705 shares of common stock issued and outstanding as
of July 31, 1999.
(4) 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.
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
Nabors 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
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sales. Alternatively, the selling stockholders or their transferees may elect
from time to time to offer their shares using 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 in 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 its officers, directors, employees or agents. Directors and officers of
Nabors are also parties to indemnification and/or employment agreements which
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provide for these and other indemnification rights in accordance with Delaware
law. In addition, Nabors 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
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 shares of common stock offered
by this document has been passed upon for Nabors by Michael W. Dundy, Esq., who
served as Vice President and General Counsel of Nabors. As of July 31, 1999,
Mr. Dundy did not have the right to acquire any shares of common stock of
Nabors.
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.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
The following are filed as exhibits to this Registration Statement:
EXHIBIT
NUMBER DESCRIPTION
------- -----------
5 Opinion of Michael W. Dundy, Esq. *
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Michael W. Dundy, Esq. *
24 Power of Attorney *
- --------------------------------
* Previously filed.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this Post
Effective Amendment No. 3 to this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on August 31, 1999.
NABORS INDUSTRIES, INC.
By: /s/Anthony G. Petrello
----------------------------
Anthony G. Petrello
President and Chief
Operating Officer
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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
* Chairman and August 31, 1999
- ----------------------------- Chief Executive Officer
Eugene M. Isenberg
/s/Anthony G. Petrello President, Director August 31, 1999
- ----------------------------- and Chief Operating Officer
Anthony G. Petrello
* Vice Chairman and August 31, 1999
- ----------------------------- President, Nabors Drilling USA, Inc.
Richard A. Stratton
* Director August 31, 1999
- -----------------------------
Hans Schmidt
* Director August 31, 1999
- -----------------------------
Myron M. Sheinfeld
* Director August 31, 1999
- -----------------------------
Jack Wexler
* Director August 31, 1999
- -----------------------------
Martin J. Whitman
/s/Bruce P. Koch Vice President - Finance August 31, 1999
- ----------------------- (Principal Financial and
Bruce P. Koch Accounting Officer)
</TABLE>
* By: /s/ Anthony G. Petrello
--------------------------------
Anthony G. Petrello
Attorney-in-fact
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
5 Opinion of Michael W. Dundy, Esq. *
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Michael W. Dundy, Esq. *
24 Power of Attorney *
- ------------------------------
* Previously filed.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 3 to Form S-8 (File No. 333-11313) 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
August 31, 1999
