<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 8, 2000
REGISTRATION NO. 333-
-------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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.
1997 EXECUTIVE OFFICERS INCENTIVE STOCK PLAN
1998 CHAIRMAN'S EXECUTIVE 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)
CALCULATION OF ADDITIONAL REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE PRICE REGISTRATION FEE
-------------------------------------- ------------------ -------------------- ------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, par value $.10 per share 203,500 $ 38.0000 (2) $ 7,733,000 (2) $ 2,041.51 (2)
Common Stock, par value $.10 per share 730,981 $ 47.7188 (3) $ 34,881,500 (3) $ 9,208.72 (3)
------- --------- ------------ ----------
TOTALS 934,481 $ 42,614,500 $11,250.23
=========================================================================================================================
</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 granted under the 1997 Executive Officers
Incentive Stock Plan and the 1998 Chairman's Executive Stock Plan.
Such additional shares have been or may from time to time be issued at
indeterminate prices, pursuant to the referenced plans.
(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 in effect at the date of filing,
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 common stock issuable upon
the exercise of options to be granted was determined pursuant to Rule
457 under the Securities Act of 1933 using the average of the daily
high and low price of the common stock on the American Stock Exchange
on September 1, 2000.
Page 1 of 11
<PAGE> 2
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. 1997 Executive
Officers Incentive Stock Plan and the Nabors Industries, Inc. 1998 Chairman's
Executive Stock Plan (collectively, the "Plans"). 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.
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 therein pursuant to the plans specified.
Page 2 of 11
<PAGE> 3
PROSPECTUS
UP TO 203,500 SHARES
COMMON STOCK,
PAR VALUE $.10 PER SHARE,
OF
NABORS INDUSTRIES, INC.
This Prospectus relates to an aggregate of up to 203,500 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". Shares of common stock offered by this document were or
will be acquired by the selling stockholders pursuant to the following Nabors'
plans: 1997 Executive Officers Incentive Stock Plan or 1998 Chairman's
Executive 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 Nabors 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 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
by this document.
The selling stockholders and any broker or dealer 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 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 September 7,
2000, the closing price of the common stock on such exchange was $51.375.
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 SEPTEMBER 8, 2000
Page 3 of 11
<PAGE> 4
AVAILABLE INFORMATION
Nabors is subject to the information requirements of the Securities
Exchange Act of 1934, as amended, and in accordance with such act files reports
and other information 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 that includes 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, you should refer to the registration
statement and 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, 1999;
(B) Nabors' Quarterly Reports filed on Form 10-Q for the fiscal
quarters ended March 31, 2000 and June 30, 2000;
(C) Nabors' Current Report filed on Form 8-K and amendments
thereto, filed on June 22, 2000; 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 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 under this document shall
be deemed incorporated by reference in 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 unless such exhibits are specifically 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
Page 4 of 11
<PAGE> 5
NOR 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 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 the Nabors' plans identified above. The
following table sets forth certain information with respect to the selling
stockholders who may be selling shares of Nabors common stock pursuant to this
document.
<TABLE>
<CAPTION>
TOTAL SHARES SHARES OWNED
BENEFICIALLY TOTAL AFTER OFFERING(2)
OWNED AS OF SHARES --------------------
NAME AND ADDRESS(1) AUGUST 31, 2000 OFFERED NUMBER PERCENT
------------------- ---------------- -------- --------- -------
<S> <C> <C> <C> <C>
Eugene M. Isenberg 7,097,521(3) 112,500 6,985,021 4.56
Chairman of the Board, Director and
Chief Executive Officer
Anthony G. Petrello 2,871,935(4) 91,000 2,780,935 1.87
Director, President and Chief
Operating Officer
</TABLE>
----------
(1) The address for these individuals is 515 West Greens Road, Suite 1200,
Houston, Texas 77067.
(2) Based on 146,108,501 shares of common stock issued and outstanding as
of September 6, 2000.
(3) 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. The shares listed for Mr. Isenberg are
held directly or indirectly through certain trusts, defined benefit
plans and individual retirement accounts of which Mr. Isenberg is a
grantor, trustee or beneficiary.
(4) The shares listed for Mr. Petrello are held directly or indirectly
through certain trusts, defined benefit plans and individual
retirement accounts of which Mr. Petrello is a grantor, trustee or
beneficiary.
Page 5 of 11
<PAGE> 6
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 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 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 under 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.
Page 6 of 11
<PAGE> 7
Nabors' Restated Certificate of Incorporation provides these rights to
Nabors' officers, directors, employees or agents. Directors and officers of
Nabors are also parties to indemnification and/or employment agreements which
provide for these and other indemnification rights in accordance with Delaware
law. In addition, Nabors has obtained an aggregate of $50,000,000 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 Nabors common stock offered by
this document 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, 2000, Ms. Ellis had the right to acquire 31,875 shares
of Nabors common stock through the exercise of options, of which 4,500 are
vested currently.
EXPERTS
The financial statements incorporated by reference in this prospectus
by reference to the Annual Report on Form 10-K for the year ended December 31,
1999, 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.
Page 7 of 11
<PAGE> 8
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, 1999;
(B) Nabors' Quarterly Reports filed on Form 10-Q for the fiscal
quarters ended March 31, 2000 and June 30, 2000;
(C) Nabors' Current Report filed on Form 8-K and amendments
thereto, filed on June 22, 2000; 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 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, 2000, Ms. Ellis had the right to acquire 31,875 shares
of Nabors common stock through the exercise of options, of which 4,500 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.
Page 8 of 11
<PAGE> 9
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:
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1(1) Restated Certificate of Incorporation of Nabors
Industries, Inc. dated March 4, 1997.
4.2(2) Certificate of Amendment to the Restated Certificate of
Incorporation of Nabors Industries, Inc. filed
June 7, 2000
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.
24.1 Powers of Attorney of certain officers and directors of
Nabors Industries, Inc. (included on the signature page
of this registration statement).
---------
(1) Incorporated by reference to the Exhibits to Form 10-Q, File
No. 1-9245, filed with the Securities and Exchange Commission on
May 16, 1997.
(2) Incorporated by reference to the Exhibits to Form 8-K, File No.
1-9245, filed with the Securities and Exchange Commission on
June 22, 2000.
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.
Page 9 of 11
<PAGE> 10
(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.
Page 10 of 11
<PAGE> 11
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 September 8, 2000.
NABORS INDUSTRIES, INC.
By: /s/ Anthony G. Petrello
--------------------------------------
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 September 8, 2000
------------------------------------ Chief Executive Officer
Eugene M. Isenberg
/s/ Anthony G. Petrello President, Director September 8, 2000
------------------------------------ and Chief Operating Officer
Anthony G. Petrello
Vice Chairman and September 8, 2000
------------------------------------ Director
Richard A. Stratton
/s/ James L. Payne Director September 8, 2000
------------------------------------
James L. Payne
/s/ Hans Schmidt Director September 8, 2000
------------------------------------
Hans Schmidt
/s/ Myron M. Sheinfeld Director September 8, 2000
------------------------------------
Myron M. Sheinfeld
/s/ Jack Wexler Director September 8, 2000
------------------------------------
Jack Wexler
/s/ Martin J. Whitman Director September 8, 2000
------------------------------------
Martin J. Whitman
/s/ Bruce P. Koch Vice President - Finance September 8, 2000
------------------------------------ (Principal Financial and
Bruce P. Koch Accounting Officer)
</TABLE>
Page 11 of 11
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
4.1(1) Restated Certificate of Incorporation of Nabors
Industries, Inc. dated March 4, 1997.
4.2(2) Certificate of Amendment to the Restated Certificate of
Incorporation of Nabors Industries, Inc. filed
June 7, 2000
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.
24.1 Powers of Attorney of certain officers and directors of
Nabors Industries, Inc. (included on the signature page
of this registration statement).
</TABLE>
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(1) Incorporated by reference to the Exhibits to Form 10-Q, File No.
1-9245, filed with the Securities and Exchange Commission on May 16,
1997.
(2) Incorporated by reference to the Exhibits to Form 8-K, File No.
1-9245, filed with the Securities and Exchange Commission on June
22, 2000.
