<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 6, 2000
NABORS INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-9245 930711613
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
515 West Greens Road, Suite 1200
Houston, Texas 77067
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (281) 874-0035
N/A
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
ITEM 5. OTHER EVENTS.
At the June 6, 2000 annual meeting of stockholders of Nabors
Industries, Inc., the stockholders approved an increase in Nabors'
authorized common stock from 200 million to 400 million shares. On June
7, 2000, Nabors filed an amendment to its restated certificate of
incorporation reflecting the increase in common stock. A copy of the
amendment is filed as an exhibit to this report, and is incorporated in
this report by reference.
On June 15, 2000, Nabors issued a press release announcing the pricing
of its 20-year zero coupon convertible debentures. A copy of the press
release is filed as an exhibit to this report and is incorporated in
this report by reference.
On June 20, 2000, Nabors issued $825,000,000 principal amount at
maturity of Zero Coupon Convertible Senior Debentures due 2020 pursuant
to an Indenture entered into with Bank One, N.A., as trustee. The issue
price was $608.41 for each $ 1,000.00 in face value, which will provide
gross proceeds to Nabors of approximately $502 million and potentially
up to another $76 million if the over-allotment is exercised. The issue
price represents a yield-to-maturity of 2.5%. The conversion provision
is at a fixed ratio of 10.738 shares per $1,000.00 face value, subject
to adjustment in certain circumstances. The debentures can be put to
the company on the third, eighth and thirteenth anniversaries of the
issue date at the issue price plus the accrued original issue discount
and can be paid in cash or stock at Nabors' option. The bonds are
callable by Nabors any time after the third anniversary of the issue at
the issue price plus accrued original issue discount. Nabors has agreed
to register for resale the debentures and the common stock issuable
upon conversion or repurchase of the debentures, pursuant to a
Registration Rights Agreement dated as of June 15, 2000 between Nabors
Industries, Inc. and the initial purchaser of the debentures. Copies of
the Indenture and Registration Rights Agreement are filed as an exhibit
to this report and are incorporated in this report by reference.
This announcement is not, and is not to be deemed, an offer to sell the
Zero Coupon Convertible Senior Debentures or the common stock
underlying such securities to any party.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
3.1 Certificate of Amendment to the Restated Certificate of Incorporation
of Nabors Industries, Inc.
4.1 Indenture dated as of June 20, 2000 between the Nabors Industries,
Inc. and Bank One, N.A., as Trustee
</TABLE>
-2-
<PAGE> 3
<TABLE>
<S> <C>
4.2 Form of Debenture (contained in Exhibit 4.1)
4.3 Registration Rights Agreement dated as of June 15, 2000 between
Nabors Industries, Inc. and the initial purchaser
99.1 Press release of June 15, 2000
</TABLE>
-3-
<PAGE> 4
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
NABORS INDUSTRIES, INC.
Date: June 21, 2000 By: /s/ Anthony G. Petrello
-------------------------------------
Anthony G. Petrello
President and Chief Operating Officer
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
----------- ----------- --------
<S> <C> <C>
3.1 Certificate of Amendment to the Restated Certificate of
Incorporation of Nabors Industries, Inc......................................6
4.1 Indenture dated as of June 20, 2000 between the Nabors
Industries, Inc. and Bank One, N.A., as Trustee..............................8
4.2 Form of Debenture (contained in Exhibit 4.1)................................63
4.3 Registration Rights Agreement dated as of June 15, 2000.....................79
between Nabors Industries, Inc. and the initial purchaser
99.1 Press release of June 15, 2000.............................................100
</TABLE>
