AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 6, 2002
REGISTRATION NO. 333-91743-99
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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.)
CHRISTOPHER P. PAPOURAS
2nd FL. INTERNATIONAL TRADING CENTER VICE PRESIDENT AND SECRETARY
WARRENS NABORS CORPORATE SERVICES, INC.
ST. MICHAEL, BARBADOS 515 WEST GREENS ROAD, SUITE 1200
BRIDGETOWN, BARBADOS HOUSTON, TEXAS 77067
TELEPHONE: (246) 421-9471 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.
1999 POOL EMPLOYEE/DIRECTOR OPTION EXCHANGE PLAN
(Full title of the Plan)
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EXPLANATORY STATEMENT
This post-effective amendment No. 2 to the registration
statement on Form S-8, Registration No. 333-91743 (which we refer to as this
registration statement), is being filed by Nabors Industries Ltd., a Bermuda
exempted company (which we refer to as Nabors Bermuda) to file the awareness
letter of PricewaterhouseCoopers LLP as Exhibit No. 23.3 to the registration
statement. Such exhibit was inadvertently omitted from post-effective amendment
No. 1 to the registration statement during the transmission via EDGAR of such
post-effective amendment on June 25, 2002.
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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 Industries, Inc.'s (which we refer to as Nabors Delaware) Annual
Report on Form 10-K for the fiscal year ended December 31, 2001 (File
No. 001-091245), as amended by Form 10-K/A filed by Nabors on June 26,
2002 (File No. 000-49887);
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, June 14, 2002 and June 25, 2002 (File
No. 001-09245);
o Nabors' Quarterly Report on Form 10-Q for the quarter ended June 30,
2002, as amended by Form 10-Q/A filed by Nabors on October 11, 2002
(File No. 000-49887);
o Nabors' Current Reports on Form 8-K filed on June 25, 2002 (File No.
333-76198), June 26, 2002, July 18, 2002, August 14, 2002, August 16,
2002, August 21, 2002, October 1, 2002, October 11, 2002 and October
23, 2002 (File No. 000-49887); 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.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of our common shares offered hereby will
be passed upon for us by Appleby, Spurling & Kempe.
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:
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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
----------------------------
+ Incorporated by reference as indicated.
* Previously filed.
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;
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(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 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 St. James,
Barbados, on November 5, 2002.
NABORS INDUSTRIES LTD.
By: /s/ Anthony G. Petrello
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Anthony G. Petrello
President and Chief Operating Officer
SIGNATURE TITLE DATE
--------- ----- ----
* Chairman and Chief Executive
------------------------------------------------ Officer November 5, 2002
Eugene M. Isenberg
/s/ Anthony G. Petrello President, Chief Operating November 5, 2002
------------------------------------------------ Officer and Director
Anthony G. Petrello
* Vice Chairman and Director November 5, 2002
------------------------------------------------
Richard A. Stratton
* Vice President - Finance
------------------------------------------------ (Principal Financial and
Bruce P. Koch Accounting Officer) November 5, 2002
* Director November 5, 2002
------------------------------------------------
James L. Payne
* Director November 5, 2002
------------------------------------------------
Hans Schmidt
* Director November 5, 2002
------------------------------------------------
Myron M. Sheinfeld
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SIGNATURE TITLE DATE
--------- ----- ----
* Director November 5, 2002
------------------------------------------------
Jack Wexler
* Director November 5, 2002
------------------------------------------------
Martin J. Whitman
*By: Anthony G. Petrello
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Attorney-in-fact
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EXHIBIT INDEX
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
--------------------------------
+ Incorporated by reference as indicated.
* Previously filed.