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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 8, 2000
REGISTRATION NO. 333-11313
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 4
TO
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)
NABORS INDUSTRIES, INC.
1996 EMPLOYEE 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)
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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.
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PROSPECTUS
UP TO 2,500,000 SHARES
COMMON STOCK,
PAR VALUE $.10 PER SHARE,
OF
NABORS INDUSTRIES, INC.
This Prospectus relates to an aggregate of up to 2,500,000 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'
1996 Employee 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, and 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
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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.
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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
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) 1,500,000 5,597,521 3.69
Chairman of the Board, Director and
Chief Executive Officer
Anthony G. Petrello 2,871,935(4) 750,000 2,121,935 1.43
Director, President and Chief
Operating Officer
Richard A. Stratton 1,129,431 250,000 879,431 *
Vice Chairman and Director
</TABLE>
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* Denotes less than 1%.
(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.
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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.
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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 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 was passed upon for Nabors by Michael W. Dundy, Esq., who served as
Vice President and General Counsel of Nabors. As of August 31, 2000, Mr. Dundy
did not have the right to acquire any shares of common stock of Nabors.
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.
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<PAGE> 8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
The following are filed as exhibits to this Registration Statement:
EXHIBIT
NUMBER DESCRIPTION
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5 Opinion of Michael W. Dundy, Esq. *
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Michael W. Dundy, Esq. *
24 Power of attorney of certain officers and directors of
Nabors Industries, Inc. *
24.1 Power of attorney of James L. Payne, director of Nabors
Industries, Inc.
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* Previously filed.
Page 8 of 9
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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 Amendment
No. 4 to the 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
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>
* 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
* Director September 8, 2000
-----------------------
Hans Schmidt
* Director September 8, 2000
-----------------------
Myron M. Sheinfeld
* Director September 8, 2000
-----------------------
Jack Wexler
* 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>
* By Anthony G. Petrello, attorney-in-fact, pursuant to a Power of
Attorney previously filed.
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
5 Opinion of Michael W. Dundy, Esq. *
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Michael W. Dundy, Esq. *
24 Power of attorney of certain officers and directors of Nabors Industries, Inc. *
24.1 Power of attorney of James L. Payne, director of Nabors Industries, Inc.
</TABLE>
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* Previously filed.
