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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 12, 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)
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)
OPTIONS ORIGINALLY GRANTED BY BAYARD DRILLING TECHNOLOGIES, INC.
AND ASSUMED BY NABORS INDUSTRIES, INC.
(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>
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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) PER SHARE(2) PRICE (2) FEE(2)
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<S> <C> <C> <C> <C>
Common Stock, 40,730 $11.71 $ 476,948 $140.70
par value $.10 per share
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Common Stock, 139,388 $13.93 $ 1,941,675 $572.79
par value $.10 per share
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Common Stock, 17,888 $22.82 $ 408,204 $120.42
par value $.10 per share
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Common Stock, 16,875 $28.75 $ 485,156 $143.12
par value $.10 per share
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Common Stock, 844 $35.04 $ 29,582 $ 8.73
par value $.10 per share
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Common Stock, 8,438 $35.41 $ 298,790 $ 88.14
par value $.10 per share
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Common Stock, 675 $36.89 $ 24,901 $ 7.35
par value $.10 per share
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</TABLE>
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<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(2) PRICE (2) FEE(2)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 97,873 $67.26 $ 6,582,938 $1,941.97
par value $.10 per share
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Total: 322,711 $10,248,194 $3,023.22
</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 originally granted by Bayard Drilling
Technologies, Inc. and assumed by Nabors Industries, Inc. pursuant to
the Agreement and Plan of Merger, dated as of October 19, 1998, as
amended, by and among Nabors, Nabors Acquisition Corp. VII and Bayard.
(2) The maximum offering price per share used to calculate the registration
fee with respect to shares of Common Stock issuable upon the exercise
of outstanding options was determined pursuant to Rule 457 under the
Securities Act of 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 grantee of options originally issued by Bayard Drilling
Technologies, Inc., which options were assumed by Nabors Industries, Inc.
upon its acquisition of Bayard. 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; and
(B) 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, Associate Counsel of Nabors
Corporate Services, Inc., a wholly owned subsidiary of Nabors. As of April 7,
1999, Ms. Ellis had the right to acquire 23,250 shares of Common Stock through
the exercise of options of Nabors, 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.
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.
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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:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
4.1(1) Restated Certificate of Incorporation of Nabors Industries, Inc. dated March 4, 1997.
5 Opinion of Katherine P. Ellis, Esq.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Katherine P. Ellis - contained in the opinion filed as Exhibit 5.
24 Power of Attorney (included in the signature page).
</TABLE>
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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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement; provided,
however, that paragraphs (1)(i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(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 April 9, 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 April 9, 1999
- --------------------------- Chief Executive Officer
Eugene M. Isenberg
/s/ Anthony G. Petrello President, Director April 9, 1999
- --------------------------- and Chief Operating Officer
Anthony G. Petrello
/s/ Richard A. Stratton Vice Chairman and April 9, 1999
- --------------------------- Director
Richard A. Stratton
Director April 9, 1999
- ---------------------------
Gary T. Hurford
Director April 9, 1999
- ---------------------------
Hans Schmidt
/s/ Myron M. Sheinfeld Director April 9, 1999
- ---------------------------
Myron M. Sheinfeld
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Jack Wexler Director April 9, 1999
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Jack Wexler
/s/ Martin J. Whitman Director April 9, 1999
- ---------------------------
Martin J. Whitman
/s/ Bruce P. Koch Vice President - Finance April 9, 1999
- --------------------------- (Principal Financial and
Bruce P. Koch Accounting Officer)
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
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<S> <C> <C>
4.1(1) Restated Certificate of Incorporation of Nabors Industries, Inc. dated March 4, 1997. --
5 Opinion of Katherine P. Ellis, Esq. 10
23.1 Consent of PricewaterhouseCoopers LLP 11
23.2 Consent of Katherine P. Ellis - contained in the opinion appearing as Exhibit 5. --
24 Power of Attorney (included in the signature page). --
</TABLE>
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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
NABORS CORPORATE SERVICES, INC.
April 9, 1999
Nabors Industries, Inc.
515 West Greens Road
Suite 1200
Houston, Texas 77067
Re: Registration of 322,711 shares of Common Stock, par value
$.10 per share (the "Common Stock"), of Nabors
Industries, Inc. under the Securities Act of 1933, as
amended
Ladies and Gentlemen:
In my capacity as an Associate Counsel of Nabors Corporate Services,
Inc., a Delaware corporation, I have been asked to render this opinion in
connection with a Registration Statement on Form S-8 (the "Registration
Statement"), being filed contemporaneously herewith by Nabors Industries, Inc.,
a Delaware corporation (the "Company"), with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), covering an
aggregate of 322,711 shares of Common Stock (the "Option Stock") to be issued
upon the exercise of options (the "Options") originally granted by Bayard
Drilling Technologies, Inc. ("Bayard") and assumed by the Company pursuant to
the Agreement and Plan of Merger, dated as of October 19, 1998, amended as of
January 15, 1999 and February 12, 1999, by and among the Company, Nabors
Acquisition Corp. VII and Bayard.
In that connection, I have examined the Restated Certificate of
Incorporation and the By-Laws of the Company and proceedings of the Company
relating to the issuance of the Option Stock upon the exercise of the Options
and such other instruments and documents as I deemed relevant under the
circumstances.
In making the aforesaid examinations, I have assumed the genuineness of
all signatures and the conformity to original documents of all copies furnished
to me as photostatic copies. I have also assumed that the corporate records
furnished to me by the Company include all corporate proceedings taken by the
Company to date.
Based upon the subject to the foregoing, I am of the opinion that the
Option Stock to be issued upon the exercise of the Options has been duly and
validly authorized and, when issued and paid for as described in the Options,
will be duly and validly issued, fully paid and nonassessable.
I hereby consent to the use of my opinion as herein set forth as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Katherine P. Ellis
Katherine P. Ellis
Associate 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 related to the options originally granted by Bayard Drilling
Technologies, Inc. and assumed by Nabors Industries, Inc. of our report dated
February 2, 1999 on our audits of the consolidated financial statements of
Nabors Industries, Inc.
PRICEWATERHOUSECOOPERS LLP
Houston, TX
April 9, 1999
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