SEC Form S-8 filed by Nabors Industries Ltd.

As filed with the Securities and Exchange Commission on July 15, 2024

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)

CROWN HOUSE, SECOND FLOOR
4 PAR-LA-VILLE ROAD
HAMILTON, HM08
BERMUDA

(Address, including zip code, of principal executive offices)

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

MICHAEL CSIZMADIA
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:

BRETT D. NADRITCH, ESQ.

MILBANK LLP
55 HUDSON YARDS
NEW YORK, NEW YORK 10001
TELEPHONE: (212) 530-5301

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(b) of the Securities Act of 1933, as amended (the “Securities Act”).

Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Nabors Industries Ltd (the “Registrant” or the “Company”) will send or give to all participants in the Amended and Restated 2016 Stock Plan (as may be amended from time to time, the “Amended 2016 Stock Plan”) the 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 upon a written request to the Company’s legal department, at 515 West Greens Road, Suite 1200, Houston, Texas 77067 or by calling 281-874-0035. 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 215,000 Common Shares that may be offered and sold pursuant to Amendment No. 3 to the Amended 2016 Stock Plan, which was approved by shareholders on June 4, 2024. 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), June 19, 2020 (File No. 333-239325), June 21, 2021 (File No. 333-257211), and July 18, 2022 (File No. 333-266201) which registered 160,000, 210,000, 700,000, 175,000, and 175,000 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).

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.

* Filed herewith

Item 9. Undertakings.

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 the City of Hamilton, Bermuda on July 15, 2024.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the date indicated.

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.