AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 2002
REGISTRATION NO. 333-87069-99
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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NABORS INDUSTRIES LTD.
(Exact name of registrant as specified in its charter)
BERMUDA 1381 N/A
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
organization of incorporation) Classification Code Number) Identification No.)
KATHERINE P. ELLIS
C/O THE CORPORATE SECRETARY LIMITED GENERAL COUNSEL
WHITE PARK HOUSE NABORS CORPORATE SERVICES, INC.
WHITE PARK ROAD 515 WEST GREENS ROAD, SUITE 1200
BRIDGETOWN, BARBADOS HOUSTON, TEXAS 77067
TELEPHONE: (246) 427-8617 TELEPHONE: (281) 874-0035
(Address, Including Zip Code, and (Name, Address, Including Zip Code, and
Telephone Number, Including Area Code, Telephone Number, Including Area Code
of Registrant's Principal Executive Offices) of Agent for Service)
NABORS INDUSTRIES, INC.
1996 EXECUTIVE OFFICERS INCENTIVE STOCK PLAN
1996 EXECUTIVE OFFICERS STOCK PLAN
1996 CHAIRMAN'S EXECUTIVE STOCK PLAN
1996 EMPLOYEE STOCK PLAN
1998 EMPLOYEE STOCK PLAN
(Full title of the Plans)
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EXPLANATORY STATEMENT
This post-effective amendment No. 2 to the registration statement on
Form S-8, Registration No. 333-87069 (which we refer to as this registration
statement), is being filed pursuant to Rule 414 of the Securities Act of 1933,
as amended, by Nabors Industries Ltd., a Bermuda exempted company (which we
refer to as Nabors Bermuda), which is the successor issuer to Nabors Industries,
Inc., a Delaware corporation (which we refer to as Nabors Delaware). Nabors
Bermuda became the successor issuer to Nabors Delaware following a corporate
reorganization that became effective on June 24, 2002. The reorganization was
effected through the merger of a newly formed Delaware merger subsidiary of
Nabors Bermuda with and into Nabors Delaware, with Nabors Delaware as the
surviving corporation. Pursuant to the merger, Nabors Delaware became a
wholly-owned, indirect subsidiary of Nabors Bermuda. As a result of the merger,
each share of Nabors Delaware outstanding immediately prior to the effective
time of the merger automatically converted into the right to receive a common
share of Nabors Bermuda. After completion of the merger, the shareholders of
Nabors Delaware became the shareholders of Nabors Bermuda which, together with
its subsidiaries, will continue to be engaged in the same business that Nabors
Delaware and its subsidiaries were engaged in before the merger. Pursuant to the
reorganization, common shares of Nabors Bermuda, par value $0.001 per share,
will henceforth be issuable, in lieu of common stock of Nabors Delaware under
the 1996 Executive Officers Incentive Stock Plan, the 1996 Executive Officers
Stock Plan, the 1996 Chairman's Executive Stock Plan, the 1996 Employee Stock
Plan and the 1998 Employee Stock Plan, but Nabors Delaware will continue to
maintain and sponsor such plans.
Nabors Bermuda expressly adopts this registration statement as its own
registration statement for all purposes under the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended.
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 Nabors Bermuda common shares acquired by the
persons named therein pursuant to the 1996 Executive Officers Incentive Stock
Plan, the 1996 Executive Officers Stock Plan, the 1996 Chairman's Executive
Stock Plan, the 1996 Employee Stock Plan and the 1998 Employee Stock Plan.
2
PROSPECTUS
UP TO 9,055,582 SHARES
COMMON SHARES,
PAR VALUE $0.001 PER SHARE,
OF
NABORS INDUSTRIES LTD.
This prospectus relates to an aggregate of up to 9,055,582 our common
shares, par value $0.001 per share. These shares are held by certain persons who
may be deemed to be our "affiliates" as defined by Rule 405(a) of Regulation C
of the Securities and Exchange Commission. They may be offered from time to time
by the selling shareholders named below, including their transferees. See
"Selling Shareholders." The shares being offered were acquired by the selling
shareholders pursuant to our 1996 Executive Officers Incentive Stock Plan, 1996
Executive Officers Stock Plan, 1996 Chairman's Executive Stock Plan, 1996
Employee Stock Plan and 1998 Employee Stock Plan. Sales to be made pursuant to
this prospectus are to be made through ordinary brokerage transactions on the
American Stock Exchange or any other national securities exchange on which our
common shares trade, at the price then available at the time of sale. However,
the selling shareholders may elect to offer or sell our common shares pursuant
to any of the methods listed below. In the event that a selling shareholder
elects to sell the shares in a manner other than ordinary brokerage
transactions, and to the extent required by law, we will amend or supplement
this prospectus to provide the details of the offering. See "Plan of
Distribution." This prospectus also relates to such additional amounts of our
common shares as may be issued to the selling shareholders as a result of future
stock adjustments in respect of the shares covered by this document.
The selling shareholders and any broker or dealer that participates in
the distribution of our common shares 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 (which we refer to as the Securities Act). In
that event, any profit on the sale of the shares by them and any discounts and
commissions received by such broker or dealer may be deemed to be underwriting
discounts and commissions under the Securities Act.
We will not receive any part of the proceeds from sales made under this
prospectus. All expenses of registration incurred in connection with the
offering being made by this prospectus are being borne by us, but any brokerage
commissions and other expenses incurred by a selling shareholder will be borne
by such selling shareholder.
Our common shares trade on the American Stock Exchange. On June 24,
2002, the closing price of the common stock of Nabors Delaware (which was the
publicly traded parent entity of the Nabors group of companies prior to the
reorganization described in the explanatory statement of this registration
statement) on the American Stock Exchange was $37.95 Our principal executive
offices are located at Whitepark House, White Park Road, Bridgetown, Barbados
and our telephone number is (246) 427-8617.
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 JUNE 24, 2002
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AVAILABLE INFORMATION
We are subject to the information requirements of the Securities
Exchange Act of 1934, as amended (which we refer to as the Exchange Act), and in
accordance with such act we file reports and other information with the
Securities and Exchange Commission (which we refer to as the 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 office of the Commission located
at The Woolworth Building, 233 Broadway, New York, New York 10279. We are 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. Our common
shares trade 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.
We have 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:
o Nabors Delaware's Annual Report filed on Form 10-K for the fiscal year
ended December 31, 2001;
o Nabors Delaware's Quarterly Report filed on Form 10-Q for the fiscal
quarter ended March 31, 2002;
o Nabors Delaware's Current Reports on Form 8-K filed on January 3, 2002,
January 25, 2002, April 18, 2002 and June 14, 2002; and
o The description of our common shares contained in the Registration
Statement on Form S-4, filed with the Commission on January 2, 2002, as
amended by Pre-Effective
4
Amendment No. 1, Pre-Effective Amendment No. 2, Pre-Effective Amendment
No. 3 and Pre-Effective Amendment No. 4 to Form S-4, filed with the
Commission on March 3, 2002, April 17, 2002, April 29, 2002 and May 10,
2002, respectively, and any subsequent amendment filed for the purpose
of updating the description (Registration No. 333-76198).
All documents filed by us 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 our common shares 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.
We undertake 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 us at White Park
House, White Park Road, Bridgetown, Barbados, (246) 427-8617, Attention:
Corporate Secretary.
NO PERSON HAS BEEN AUTHORIZED BY US 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 US. 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.
Unless we have indicated otherwise, references in this prospectus to
"Nabors Bermuda," "we," "us," and "our" or similar terms are to Nabors
Industries Ltd. and its consolidated subsidiaries.
USE OF PROCEEDS
All of our common shares offered by this document are being offered by
the selling shareholders. We will receive no part of the proceeds of any sales
made under this document.
5
SELLING SHAREHOLDERS
Our common shares offered by this document have been or will have been
acquired pursuant to our plans identified above. The following table sets forth
certain information with respect to the selling shareholders who may be selling
our common shares pursuant to this document.
TOTAL SHARES SHARES OWNED AFTER OFFERING (3)
BENEFICIALLY OWNED AS TOTAL SHARES -------------------------------
NAME AND ADDRESS(1) OF May 31, 2002 OFFERED (2) NUMBER PERCENT
------------------- --------------------- ------------- ------------ ----------
Eugene M. Isenberg 11,620,638(4) 6,622,111 4,998,527 3.24
Chairman of the Board, Director
and Chief Executive Officer
Anthony G. Petrello 5,471,260(5) 1,617,221 3,854,039 2.58
Director, President and Chief
Operating Officer
Richard A. Stratton 2,090,374(6) 816,250 1,274,124 *
Vice Chairman and Director
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* Denotes less than 1%.
(1) The address for these individuals is: c/o Nabors Corporate Services,
Inc., 515 West Greens Road, Suite 1200, Houston, Texas 77067.
(2) All shares offered represent options of the holder that are currently
vested or will become vested within 60 days of May 31,2002. On July 22,
2002, a total of 1,900,000 options, 950,000 options and 400,000
options, held by Mr. Isenberg, Mr. Petrello and Mr. Stratton,
respectively, will become vested.
(3) Based on 144,183,458 common shares issued and outstanding as of May 31,
2002, plus shares deemed beneficially owned by such holder as of that
date.
(4) The shares listed for Mr. Isenberg include 10,295,079 shares which may
be acquired pursuant to the exercise of options within 60 days of May
31, 2002. 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's a grantor, trustee or
beneficiary. Not included in the table are 386 shares owned directly or
held in trust by Mr. Isenberg's spouse.
(5) The shares listed for Mr. Petrello include 5,320,248 shares which may
be acquired pursuant to the exercise of options within 60 days of May
31, 2002. The shares listed for Mr. Petrello are held directly or
indirectly through certain trusts of which Mr. Petrello is granter,
trustee or beneficially.
6
(6) The shares listed for Mr. Stratton include 2,066,568 shares which may
be acquired pursuant to the exercise of options within 60 days of May
31, 2002 and 61 shares held by Mr. Stratton's spouse.
PLAN OF DISTRIBUTION
Our common shares offered by the selling shareholders 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 our common shares 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 shareholders 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 shareholders and/or purchasers of common shares 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 shareholder 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 shareholder 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 our common
shares 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 shareholders 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 shareholders and any underwriter, broker, dealer or other
agent that participates in the distribution of our common shares 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 our common shares
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.
We have informed the selling shareholders that the anti-manipulative
rules contained in Regulation M under the Exchange Act may apply to their sales
in the market and have informed
7
them of the requirement for delivery of this document in connection with any
sale of our common shares offered by this document. All expenses of registration
incurred in connection with the offering being made by this document are being
borne by us, but any brokerage commissions and other expenses incurred by a
selling shareholder will be borne by such selling shareholder.
Any of our common shares 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
Section 98 of the Companies Act 1981 of Bermuda (which we refer to as
the Bermuda Companies Act) provides generally that a Bermuda company may
indemnify its directors and officers against any liability that by virtue of
Bermuda law otherwise would be imposed on them, except in cases where such
liability arises from fraud or dishonesty of which such director or officer may
be guilty in relation to the company. Section 98 further provides that a Bermuda
company may indemnify its directors and officers against any liability incurred
by them in defending any proceedings, whether civil or criminal, in which a
judgment is awarded in their favor or in which they are acquitted or granted
relief by the Supreme Court of Bermuda in certain proceedings arising under
Section 281 of the Bermuda Companies Act.
Bye-law 75 of our Amended and Restated Bye-Laws provides that we shall
indemnify our current or former directors or officers against all liabilities,
losses, damages or expenses incurred or suffered out of the actual or purported
execution or discharge of their duties or the exercise or purported exercise of
their powers as officers and directors. Such exemption from liability and
indemnity shall have effect to the fullest extent of applicable law, but shall
not extend in any matter which would render any such exemption void pursuant to
the Bermuda Companies Act. Bye-law 75 further states that subject to the Bermuda
Companies Act, expenses incurred in defending any civil action or criminal
action or proceeding, for which indemnification is required pursuant to Bye-law
75, shall be paid by us in advance of the final disposition of such action or
proceeding upon our receipt of an undertaking by or on behalf of the indemnified
party to repay such amount if it shall ultimately be determined that the
indemnified party is not entitled to be indemnified.
Our directors and officers are also parties to indemnification and/or
employment agreements which provide for these and other indemnification rights
in accordance with Bermuda law. In addition, we have 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 controlling persons of Nabors
Bermuda pursuant to the foregoing provisions, we have 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.
8
LEGAL MATTERS
The validity of the issuance of our common shares offered by this
document was passed upon for us by Appleby, Spurling & Kempe.
INDEPENDENT ACCOUNTANTS
The financial statements incorporated in this prospectus by reference
to Nabors Delaware's Annual Report on Form 10-K for the year ended December 31,
2001 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
With respect to the unaudited financial information of Nabors Delaware
for the three-month period ended March 31, 2002 incorporated by reference in
this prospectus, PricewaterhouseCoopers LLP reported that they have applied
limited procedures in accordance with professional standards for a review of
such information. However, their separate report dated April 17, 2002, except
for Notes 1 and 2, as to which the date is April 29, 2002, incorporated by
reference herein, states that they did not audit and they do not express an
opinion on that unaudited financial information. Accordingly, the degree of
reliance on their report on such information should be restricted in light of
the limited nature of the review procedures applied. PricewaterhouseCoopers LLP
is not subject to the liability provisions of Section 11 of the Securities Act
of 1933 for their report on the unaudited financial information because that
report is not a "report" or a "part" of the registration statement prepared or
certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11
of the Act.
9
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission are incorporated in
this document by reference:
o Nabors Delaware's Annual Report filed on Form 10-K for the fiscal year
ended December 31, 2001;
o Nabors Delaware's Quarterly Report filed on Form 10-Q for the fiscal
quarter ended March 31, 2002;
o Nabors Delaware's Current Reports on Form 8-K filed on January 3, 2002,
January 25, 2002, April 18, 2002 and June 14, 2002; and
o The description of our common shares contained in the Registration
Statement on Form S-4, filed with the Commission on January 2, 2002, as
amended by Pre-Effective Amendment No. 1, Pre-Effective Amendment No.
2, Pre-Effective Amendment No. 3 and Pre-Effective Amendment No. 4 to
Form S-4, filed with the Commission on March 3, 2002, April 17, 2002,
April 29, 2002 and May 10, 2002, respectively, and any subsequent
amendment filed for the purpose of updating the description
(Registration No. 333-76198).
All documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this registration statement which indicates that all of our common
shares offered hereby have been sold or which deregisters all of our common
shares then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof 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 COUNSEL.
The validity of the issuance of our common shares offered hereby will
be passed upon for us by Appleby, Spurling & Kempe.
10
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 98 of the Companies Act 1981 of Bermuda (which we refer to as
the Bermuda Companies Act) provides generally that a Bermuda company may
indemnify its directors and officers against any liability that by virtue of
Bermuda law otherwise would be imposed on them, except in cases where such
liability arises from fraud or dishonesty of which such director or officer may
be guilty in relation to the company. Section 98 further provides that a Bermuda
company may indemnify its directors and officers against any liability incurred
by them in defending any proceedings, whether civil or criminal, in which a
judgment is awarded in their favor or in which they are acquitted or granted
relief by the Supreme Court of Bermuda in certain proceedings arising under
Section 281 of the Bermuda Companies Act.
Bye-law 75 of our Amended and Restated Bye-Laws provides that we shall
indemnify our current or former directors or officers against all liabilities,
losses, damages or expenses incurred or suffered out of the actual or purported
execution or discharge of their duties or the exercise or purported exercise of
their powers as officers and directors. Such exemption from liability and
indemnity shall have effect to the fullest extent of applicable law, but shall
not extend in any matter which would render any such exemption void pursuant to
the Bermuda Companies Act. Bye-law 75 further states that subject to the Bermuda
Companies Act, expenses incurred in defending any civil action or criminal
action or proceeding, for which indemnification is required pursuant to Bye-law
75, shall be paid by us in advance of the final disposition of such action or
proceeding upon our receipt of an undertaking by or on behalf of the indemnified
party to repay such amount if it shall ultimately be determined that the
indemnified party is not entitled to be indemnified.
Our directors and officers are also parties to indemnification and/or
employment agreements which provide for these and other indemnification rights
in accordance with Bermuda law. In addition, we have obtained an aggregate of
$50,000,000 of directors' and officers' insurance coverage.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following are filed as exhibits to this registration statement:
11
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
+3.1 Memorandum of Association of Nabors Industries Ltd.
(incorporated by reference to Annex II to the proxy statement /
prospectus included in Nabors Industries Ltd.'s Registration
Statement on Form S-4 (Registration No. 333-76198) filed May
10, 2002)
+3.2 Amended and Restated Bye-Laws of Nabors Industries Ltd.
(incorporated by reference to Annex III to the proxy statement
/ prospectus included in Nabors Industries Ltd.'s Registration
Statement on Form S-4 (Registration No. 333-76198) filed May
10, 2002)
5.1 Opinion of Appleby, Spurling & Kempe regarding the legality of
the securities being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Appleby, Spurling & Kempe (included in Exhibit 5.1)
23.3 Awareness Letter of PricewaterhouseCoopers LLP to the
Commission
24 Powers of Attorney (included in signature page)
----------
+ Incorporated by reference as indicated.
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
12
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.
(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 Securities 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
post-effective amendment No. 2 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 June 24, 2002.
NABORS INDUSTRIES LTD.
By: /s/ ANTHONY G. PETRELLO
---------------------------------------
Anthony G. Petrello
President and Chief Operating Officer
In accordance with the requirements of the Securities Act of 1933,
this post-effective amendment No. 2 to the registration statement has been
signed by the following persons in the capacities and on the dates stated. Each
person whose signature to this post-effective amendment No. 2 to the
registration statement appears below hereby appoints Anthony G. Petrello or
Bruce P. Koch as his attorney-in-fact to sign on his behalf, individually and in
the capacities stated below, and to file any and all amendments and
post-effective amendments to this post-effective amendment No. 2 to the
registration statement which amendment or amendments or registration statement
may make such changes and additions as such attorney-in-fact may deem necessary
or appropriate.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ EUGENE M. ISENBERG Chairman and Chief Executive June 24, 2002
------------------------------------------------ Officer
Eugene M. Isenberg
/s/ ANTHONY G. PETRELLO President, Chief Operating June 24, 2002
------------------------------------------------ Officer and Director
Anthony G. Petrello
/s/ RICHARD A. STRATTON Vice Chairman and Director June 24, 2002
------------------------------------------------
Richard A. Stratton
Vice President - Finance June 24, 2002
/s/ BRUCE P. KOCH (Principal Financial and
------------------------------------------------ Accounting Officer)
Bruce P. Koch
/s/ JAMES L. PAYNE Director June 24, 2002
------------------------------------------------
James L. Payne
/s/ HANS SCHMIDT Director June 24, 2002
------------------------------------------------
Hans Schmidt
/s/ MYRON M. SHEINFELD Director June 24, 2002
------------------------------------------------
Myron M. Sheinfeld
/s/ JACK WEXLER Director June 24, 2002
------------------------------------------------
Jack Wexler
/s/ MARTIN J. WHITMAN Director June 24, 2002
------------------------------------------------
Martin J. Whitman
14
EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT
NO.
+3.1 Memorandum of Association of Nabors Industries Ltd.
(incorporated by reference to Annex II to the proxy statement /
prospectus included in Nabors Industries Ltd.'s Registration
Statement on Form S-4 (Registration No. 333-76198) filed May
10, 2002)
+3.2 Amended and Restated Bye-Laws of Nabors Industries Ltd.
(incorporated by reference to Annex III to the proxy statement
/ prospectus included in Nabors Industries Ltd.'s Registration
Statement on Form S-4 (Registration No. 333-76198) filed May
10, 2002)
5.1 Opinion of Appleby, Spurling & Kempe regarding the legality of
the securities being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Appleby, Spurling & Kempe (included in Exhibit 5.1)
23.3 Awareness Letter of PricewaterhouseCoopers LLP to the
Commission
24 Powers of Attorney (included in signature page)
----------
+ Incorporated by reference as indicated.
16