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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 31, 1999
REGISTRATION NO. 333-_____
===============================================================================
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)
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)
1999 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(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)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED(1) PER SHARE PRICE FEE
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------
Common Stock, 77,500 $12.625(2) $ 978,437.50(2) $272.01(2)
par value $.10 per share
- ---------------------------------------------------------------------------------------------------------------------
Common Stock, 422,500 $26.1563(3) $11,051,036.75(3) $3,072.19(3)
par value $.10 per share
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416 of the Securities Act of 1933, this
Registration Statement also covers such additional number of shares
of Nabors common stock as may be issuable by reason of the operation
of the anti-dilution provisions of the options originally granted
under the 1999 Stock Option Plan for Non-Employee Directors.
(2) The maximum offering price per share used to calculate the
registration fee with respect to shares of Nabors 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.
(3) The maximum offering price per share used to calculate the
registration fee with respect to shares of Nabors common stock
issuable upon the exercise of outstanding options was determined
pursuant to Rule 457 under the Securities Act of 1933 using the
average of the daily high and low price of the Nabors common stock
on the American Stock Exchange on August 26, 1999.
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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 grantee of options in the Nabors Industries, Inc. 1999
Stock Option Plan for Non-Employee Directors. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, 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) 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 August 31, 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 reasonably believed such
actions were in, or not opposed to, the best interests of the corporation, and
were not unlawful.
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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 $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
------- -----------
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).
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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.
(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.
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(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 August 31, 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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/Eugene M. Isenberg 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
/s/Richard A. Stratton Vice Chairman and August 31, 1999
- ------------------------------- Director
Richard A. Stratton
/s/Hans Schmidt Director August 31, 1999
- -------------------------------
Hans Schmidt
/s/Myron M. Sheinfeld Director August 31, 1999
- -------------------------------
Myron M. Sheinfeld
/s/Jack Wexler Director August 31, 1999
- -------------------------------
Jack Wexler
/s/Martin J. Whitman 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>
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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 appearing as Exhibit 5.
24 Power of Attorney (included in the signature page).
- ------
(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
NABORS CORPORATE 515 West Greens Road
SERVICES, INC. Suite 1200
Houston, Texas 77067-4525
281-874-0035
281-775-8431
August 31, 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 500,000 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 1999 Stock Option Plan for
Non-Employee Directors (the "Plan").
In this regard, I have examined originals or copies authenticated to
my 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, 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 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
Katherine P. Ellis
Senior Counsel
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 (File No. 333-_______) 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/PricewaterhouseCooper LLP
PRICEWATERHOUSECOOPERS LLP
Houston, TX
August 31, 1999
