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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 29, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NABORS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 13-2615287
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
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515 WEST GREENS ROAD, SUITE 1200
HOUSTON, TEXAS 77067
(Address, including zip code of Registrant's principal executive offices)
NABORS INDUSTRIES, INC.
1999 POOL EMPLOYEE/DIRECTOR OPTION EXCHANGE PLAN
(Full title of the Plan)
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)
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
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<S> <C> <C> <C> <C>
Common Stock, par
value $.10 per share 769 Shares $ 6.22 $ 4,783.18 $ 1.33
" 1,025 Shares $ 6.35 $ 6,508.75 $ 1.81
" 5,895 Shares $ 7.44 $ 43,858.80 $ 12.19
" 35,366 Shares $ 7.87 $ 278,330.42 $ 77.38
" 5,125 Shares $ 7.93 $ 40,641.25 $ 11.30
" 26,203 Shares $ 9.40 $ 246,308.20 $ 68.47
" 3,075 Shares $10.00 $ 30,750.00 $ 8.55
" 16,915 Shares $12.20 $ 206,363.00 $ 57.37
" 19,475 Shares $13.18 $ 256,680.50 $ 71.36
" 16,400 Shares $17.90 $ 293,560.00 $ 81.61
" 13,021 Shares $31.04 $ 404,171.84 $112.36
TOTAL 143,269 Shares $1,811,955.94 $503.72
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(See footnotes on next page)
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(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 1999 Pool Employee/Director
Option Exchange Plan. Such additional shares have been or may from time
to time be issued at indeterminate prices, pursuant to the referenced
plan.
(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 plan.
(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 1933 using the price at which such options may be
exercised.
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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. 1999 Pool
Employee/Director Option Exchange Plan (the "Plan"). 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.
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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) Nabor's Quarterly Reports filed on Form 10-Q for the fiscal
quarters ended March 31, 1999, June 30, 1999 and September 30,
1999;
(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, July 1, 1999 and July 7, 1999; and
(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 hereby 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 November 29, 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.
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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 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:
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EXHIBIT
NUMBER DESCRIPTION
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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.
15.1 Awareness letter of PricewaterhouseCoopers LLP
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).
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(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.
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(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.
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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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on November 29, 1999.
NABORS INDUSTRIES, INC.
By: /s/ ANTHONY G. PETRELLO
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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.
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Signature Title Date
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/s/ EUGENE M. ISENBERG Chairman and November 29, 1999
- --------------------------- Chief Executive Officer
Eugene M. Isenberg
/s/ ANTHONY G. PETRELLO President, Director November 29, 1999
- --------------------------- and Chief Operating Officer
Anthony G. Petrello
/s/ RICHARD A. STRATTON Vice Chairman and November 29, 1999
- --------------------------- Director
Richard A. Stratton
/s/ HANS SCHMIDT Director November 29, 1999
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Hans Schmidt
/s/ MYRON M. SHEINFELD Director November 29, 1999
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Myron M. Sheinfeld
/s/ JACK WEXLER Director November 29, 1999
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Jack Wexler
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/s/ MARTIN J. WHITMAN Director November 29, 1999
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Martin J. Whitman
/s/ BRUCE P. KOCH Vice President - Finance November 29, 1999
- --------------------------- (Principal Financial and
Bruce P. Koch Accounting Officer)
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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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.
15.1 Awareness letter of PricewaterhouseCoopers LLP
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).
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(1) Incorporated by reference to the Exhibits to Form 10-Q, File No.
1-9245, filed with the Commission on May 16, 1997.
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EXHIBIT 5
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NABORS CORPORATE 515 West Greens Road
SERVICES, INC. Suite 1200
Houston, Texas 77067-4525
281-874-0035
281-775-8431
November 29, 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 143,269 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. 1999 Pool
Employee/Director Option Exchange Plan (the "Plan").
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 copies, 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 Plan have been duly and validly
authorized for issuance or sale, and, when issued and paid for as described in
the Plan, 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
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Katherine P. Ellis
Senior Counsel
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EXHIBIT 15.1
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Nabors Industries, Inc. and Subsidiaries Registration
Statements on Form S-8
We are aware that our report dated October 20, 1999 on our review of the interim
condensed consolidated financial information of Nabors Industries, Inc. and
Subsidiaries for the three months and nine months ended September 30, 1999 is
incorporated by reference in the Company's registration statement on Form S-8
(Registration Number 333-_____). Pursuant to Rule 436(c) under the Securities
Act of 1933, this report should not be considered apart of the registration
statement prepared or certified by us within the meanings of Section 7 and 11 of
the Act.
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
Houston, Texas
November 23, 1999
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EXHIBIT 23.1
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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.
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
Houston, TX
November 23, 1999
