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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
TO THE RESTATED
CERTIFICATE OF INCORPORATION
OF
NABORS INDUSTRIES, INC.
NABORS INDUSTRIES, INC. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of the Corporation held on
April 20, 2000 resolutions were duly adopted setting forth a proposed amendment
to the Restated Certificate of Incorporation, as amended, of the Corporation,
declaring said amendment to be advisable and calling a meeting of the
stockholders of the Corporation for consideration thereof. The resolution
setting forth the proposed amendment is as follows:
RESOLVED, that Article Fourth (a) of the Corporation's Restated
Certificate of Incorporation which reads as follows:
Fourth: (a) The total number of shares which the Corporation
shall have the authority to issue is two hundred and eighteen
million (218,000,000) shares, of which two hundred eight
million (208,000,000) shares will consist of Capital Stock
having a par value of ten cents ($.10) and ten million
(10,000,000) shares will consist of Preferred Stock having a
par value of ten cents ($.10) per share. The Capital Stock
will consist of two hundred million (200,000,000) shares of
Common Stock, and eight million (8,000,000) shares of Class B
Stock. All shares of capital stock will be identical and will
entitle the holders thereof to the same rights and privileges
except as otherwise provided in this Restated Certificate of
Incorporation.
be and hereby is amended by striking out said Article Fourth (a) and
inserting in lieu thereof the following:
Fourth: (a) The total number of shares which the Corporation
shall have the authority to issue is four hundred and eighteen
million (418,000,000) shares, of which four hundred eight
million (408,000,000) shares will consist of Capital Stock
having a par value of ten cents ($.10) and ten million
(10,000,000) shares will consist of Preferred Stock having a
par value of ten cents ($.10) per share. The Capital Stock
will consist of four hundred million (400,000,000) shares of
Common Stock, and eight million (8,000,000) shares of Class B
Stock. All shares of capital stock will be identical and will
entitle the holders thereof to the same rights and privileges
except as otherwise provided in this Restated Certificate of
Incorporation.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, the
annual meeting of the stockholders of the Corporation was duly called and held,
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware, at which meeting the necessary number of shares as required
by statute were voted in favor of the amendment.
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THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by
Anthony G. Petrello, its President and attested by Daniel McLachlin, its
Secretary this 6th day of June, 2000.
/s/ Anthony G. Petrello
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Anthony G. Petrello, President
/s/ Daniel McLachlin
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Daniel McLachlin, Secretary
