Form S-8 NABORS INDUSTRIES LTD

As filed with the Securities and Exchange Commission on June 21, 2021

Registration No. 333-

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

NABORS INDUSTRIES LTD.
(Exact name of registrant as specified in its charter)

 

Bermuda		1381		98-0363970
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code number)		(I.R.S. Employer Identification number)

 

CROWN HOUSE, SECOND FLOOR
4 PAR-LA-VILLE ROAD
HAMILTON, HM08
BERMUDA
TELEPHONE: +1 (441) 292-1510

(Address, including zip code, and telephone number, including area code, of principal executive offices)

 

AMENDED AND RESTATED NABORS INDUSTRIES LTD. 2016 STOCK PLAN
(Full title of the plan)

 

MICHAEL RASMUSON
SENIOR VICE PRESIDENT, GENERAL COUNSEL, AND CHIEF COMPLIANCE OFFICER
NABORS CORPORATE SERVICES, INC.
515 WEST GREENS ROAD, SUITE 1200
HOUSTON, TEXAS 77067
TELEPHONE: (281) 874-0035

(Name and address, including zip code, and telephone number, including area code, of agent for service of process)

 

With a copy to:

JAMES H. BALL, ESQ.

MILBANK LLP
55 HUDSON YARDS
NEW YORK, NEW YORK 10001
TELEPHONE: (212) 530-5000

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ¨		Accelerated filer x		Non-accelerated filer ¨		Smaller reporting company ¨
				(Do not check if a smaller reporting company)		Emerging growth company ¨

 

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered		Amount to be Registered(1)		Proposed Maximum Offering Price Per Share(2)				Proposed Maximum Aggregate Offering Price(2)				Amount of Registration Fee
Common Shares, par value $0.05 per share		175,000 Common Shares		$	115.72			$	20,251,000.00			$	2,209.38

(1)		This Registration Statement on Form S-8 (this “Registration Statement”) registers 175,000 additional common shares, par value $0.05 (“Common Shares”), of Nabors Industries Ltd. (the “Registrant”) that may be delivered with respect to awards under the Amended and Restated Nabors Industries Ltd. 2016 Stock Plan (the “Amended 2016 Stock Plan”) pursuant to Amendment No. 1 to the Amended 2016 Stock Plan, which was approved by shareholders on June 1, 2021. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional Common Shares that may become issuable pursuant to the adjustment provisions of the Amended 2016 Stock Plan, including as a result of a stock split, stock dividend, or similar transaction.
(2)		Calculated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the high and low sales prices for the Common Shares as quoted on the New York Stock Exchange on June 18, 2021 of $115.72 per Common Share.

 

 

 

Part I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

The Registrant will send or give to all participants in the Amended 2016 Stock Plan document(s) containing the information required by Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act. In accordance with Rule 428 under the Securities Act, the Registrant has not filed such document(s) with the Commission, but such document(s) (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

EXPLANATORY NOTE

 

This Registration Statement is being filed for the purpose of registering an additional 175,000 Common Shares that may be offered and sold pursuant to Amendment No. 1 to the Amended 2016 Stock Plan, which was approved by shareholders on June 1, 2021. Except as otherwise set forth below, the contents of the registration statements on Form S-8 previously filed with the Commission on each of July 29, 2016 (File No. 333-212781), June 6, 2018 (File No. 333-225449) and June 19, 2020 (File No. 333-239325), which registered 160,000, 210,000, and 700,000 Common Shares for offer and sale under the Amended 2016 Stock Plan, respectively, are incorporated herein by reference and made a part of this Registration Statement as permitted by General Instruction E to Form S-8.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The documents listed below are filed with the Commission by the Registrant and are incorporated herein by reference (other than any portion of such filings that are furnished under applicable Commission rules rather than filed, such as Current Reports on Form 8-K furnishing information pursuant to Items 2.02 and 7.01, including any exhibits included with such information).

 

·	The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the Commission on February 24, 2021 (the “2020 10-K”).

 

·	The Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 22, 2021, to the extent incorporated by reference into the 2020 10-K.
·	The Registrant’s Quarterly Report on Form 10-Q for the three-month period ended March 31, 2021 filed with the Commission on April 29, 2021.

 

·	The Registrant’s Current Reports on Form 8-K filed with the Commission on January 8, 2021, February 5, 2021, June 4, 2021, June 11, 2021 and June 14, 2021.

 

·	The description of the Common Shares contained in its Registration Statement on Form S-3, filed with the Commission on April 5, 2021, as supplemented by the Prospectus Supplement filed with the Commission on June 14, 2021.

 

 

All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than any portion of such filings that are furnished under applicable Commission rules rather than filed, such as Current Reports on Form 8-K furnishing information pursuant to Items 2.02 and 7.01, including any exhibits included with such information) after the date hereof and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

 

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Copies of these documents are not required to be filed with this Registration Statement.

 

Item 8. Exhibits.

 

Exhibit No.	Document Description
4.1	Memorandum of Association of Registrant (incorporated by reference to Annex II to the proxy statement/prospectus included in Registrant’s Registration Statement on Form S-4 (Registration No. 333-76198) filed with the Commission on May 10, 2002, as amended).
4.2	Amended and Restated Bye-laws of Registrant (incorporated by reference to Exhibit 3.1 to Registrant’s Form 8-K (File No. 001-32657) filed with the Commission on April 22, 2020).
4.3	Certificate of Deposit of Memorandum of Increase in Share Capital (incorporated by reference to Exhibit 3.1 to Registrant’s Quarterly Report on form 10-Q (File No. 001-32657) filed with the Commission on May 8, 2020).
5.1	Opinion of Conyers Dill & Pearman Limited regarding the legality of the securities being registered.*
10.1	Amended 2016 Stock Plan (incorporated by reference to Annex B to Nabors Industries Ltd.’s Definitive Proxy Statement (File No. 001-32657) filed with the Commission on April 23, 2020).
10.2	Amendment No.1 to Amended 2016 Stock Plan (incorporated by reference to Annex B to Registrant’s Definitive Proxy Statement (File No. 001-32657) filed with the Commission on April 22, 2021).
23.1	Consent of PricewaterhouseCoopers LLP.*
23.3	Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1).*
24.1	Power of Attorney (included in signature page to this Registration Statement).*

 

* Filed herewith

 

Item 9. Undertakings.

 

(a)	The 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;

 

	(ii)	To reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
	(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 (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement; and

 

(2)

That, for the purpose of determining any liability under the Securities Act, 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)

The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this 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)

Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities 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.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, 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 Hamilton, Bermuda on June 21, 2021.

 

NABORS INDUSTRIES LTD.
By:	/s/Mark D. Andrews
Name:	Mark D. Andrews
Title:	Corporate Secretary

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Anthony G. Petrello, William Restrepo and Mark D. Andrews each his attorney-in-fact, with full power of substitution for him in any and all capacities, to sign any amendments to this Registration Statement, including any and all pre-effective and post-effective amendments and to file such amendments thereto, with exhibits thereto and other documents in connection therewith, with the Commission, hereby ratifying and confirming all that said attorney-in-fact, or each his or her substitute or substitutes, may do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/Anthony G. Petrello		Chairman, President and Chief Executive Officer		June 21, 2021
Anthony G. Petrello
/s/William J. Restrepo		Chief Financial Officer		June 21, 2021
William J. Restrepo
/s/Tanya S. Beder		Director		June 21, 2021
Tanya S. Beder
/s/Anthony R. Chase		Director		June 21, 2021
Anthony R. Chase
/s/James R. Crane		Director		June 21, 2021
James R. Crane
/s/John P. Kotts		Director		June 21, 2021
John P. Kotts
/s/Michael C. Linn		Director		June 21, 2021
Michael C. Linn
/s/John Yearwood		Director		June 21, 2021
John Yearwood

 

 

Exhibit 5.1

 

CONYERS DILL & PEARMAN LIMITED   Clarendon House, 2 Church Street Hamilton HM 11, Bermuda   Mail: PO Box HM 666, Hamilton HM CX, Bermuda T +1 441 295 1422   conyers.com

 

21 June 2021

Matter No.: 369283
+441 298 7859
[email protected]

 

Nabors Industries Ltd.

Clarendon House

2 Church Street

Hamilton HM 11

Bermuda

 

Dear Sir / Madam,

 

Re: Nabors Industries Ltd. (the “Company”)

 

We have acted as special Bermuda legal counsel to the Company in connection with a registration statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on 21 June 2021 (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the United States Securities Act of 1933, as amended, (the “Securities Act”) of 175,000 common shares, par value US$0.05 per share (the “Common Shares”), issuable pursuant to the Amended and Restated Nabors Industries Ltd. 2016 Stock Plan (the “Amended 2016 Stock Plan”) as amended by Amendment No. 1 to the Amended 2016 Stock Plan (the “Plan”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).

 

1.

DOCUMENTS REVIEWED

 

For the purposes of giving this opinion, we have examined electronic copies of the following documents:

 

1.1.

the Registration Statement; and

 

1.2.

the Plan.

 

We have also reviewed:

 

1.3.

copies of the memorandum of association and the bye-laws of the Company, each certified by the Assistant Secretary of the Company on 18 June 2021;

 

 

1.4.

copies of the Proxy Statement of the Company filed pursuant to Section 14(a) of the Securities Act in respect of the annual general meeting of members held on 1 June 2021 and the Final Report of the Inspector of Elections dated 1 June 2021; and

 

1.5.

such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

 

2.

ASSUMPTIONS

 

We have assumed:

 

2.1.

the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) of all documents examined by us and the authenticity and completeness of the originals from which such copies were taken;

 

2.2.

that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention;

 

2.3.

the accuracy and completeness of all factual representations made in the Registration Statement, the Plan and other documents reviewed by us;

 

2.4.

that the minutes of the annual general meeting of the members of the Company held on 1 June 2021 were passed at one or more duly convened, constituted and quorate meetings, remain in full force and effect and have not been rescinded or amended;

 

2.5.

that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein;

 

2.6.

the validity and binding effect under the laws of the State of Delaware of the Plan in accordance with its terms;

 

2.7.

that there is no provision of any award agreement which would have any implication in relation to the opinions expressed herein;

 

2.8.

that, upon the issue of any Common Shares, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof;

 

2.9.

that on the date of issuance of any of the Common Shares the Company will have sufficient authorised but unissued common shares;

 

2.10.

that the Company’s shares will be listed on an appointed stock exchange, as defined in the Companies Act 1981, as amended, and the consent to the issue and free transfer of the Common Shares given by the Bermuda Monetary Authority dated 2 December 2002 will not have been revoked or amended at the time of issuance of any Common Shares.

 

 

3.

QUALIFICATIONS

 

3.1.

We express no opinion with respect to the issuance of shares pursuant to any provision of the Plan that purports to obligate the Company to issue shares following the commencement of a winding up or liquidation.

 

3.2.

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda.

 

3.3.

This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda.

 

3.4.

This opinion is issued solely for the purposes of the filing of the Registration Statement and the issuance of the Common Shares by the Company pursuant to the Plan and is not to be relied upon in respect of any other matter.

 

4.

OPINION

 

On the basis of and subject to the foregoing, we are of the opinion that:

 

4.1.

The Company is duly incorporated and existing under the laws of Bermuda (meaning solely that it has not failed to make any filing with any Bermuda governmental authority under the Companies Act 1981, or to pay any Bermuda government fee or tax, which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda).

 

4.2.

When issued and paid for in accordance with the terms of the Plan, the Common Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).

 

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

 

 

Yours faithfully,

 

/s/ Conyers Dill & Pearman Limited

 

Conyers Dill & Pearman Limited

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Nabors Industries Ltd., of our report dated February 24, 2021 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Nabors Industries Ltd.'s Annual Report on Form 10-K for the year ended December 31, 2020.

 

/s/ PricewaterhouseCoopers LLP
Houston, Texas

June 21, 2021

 

 

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