UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) OCTOBER 24, 2005
NABORS INDUSTRIES LTD.
(Exact name of registrant as specified in its charter)
BERMUDA 000-49887 980363970
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification No.)
MINTFLOWER PLACE
8 PAR-LA-VILLE ROAD
HAMILTON, HM08
BERMUDA N/A
(Address of principal executive offices) (Zip Code)
(441) 292-1510
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On October 24, 2005, Nabors Industries Ltd. (the "Company") issued a
press release announcing its results of operations for the three and nine month
periods ending September 30, 2005. A copy of that release is furnished herewith
as Exhibit 99.1 in accordance with General Instruction B.2 to Form 8-K.
The press release furnished as an exhibit to this report includes
forward-looking statements within the meaning of the Securities Act of 1933 and
the Securities Exchange Act of 1934. Such forward-looking statements are subject
to certain risks and uncertainties, as disclosed by the Company from time to
time in its filings with the Securities and Exchange Commission. As a result of
these factors, the Company's actual results may differ materially from those
indicated or implied by such forward-looking statements.
The Company also presented in the press release its adjusted income
(loss) derived from operating activities for all periods presented in the
release, which is a "non-GAAP" financial measure under Regulation G. The
components of adjusted income (loss) derived from operating activities are
computed by using amounts which are determined in accordance with accounting
principles generally accepted in the United States of America (GAAP). Adjusted
income (loss) derived from operating activities is computed by subtracting
direct costs, general and administrative expenses, depreciation and
amortization, and depletion expense from Operating revenues and then adding
Earnings from unconsolidated affiliates. As part of our press release
information we have provided a reconciliation of adjusted income (loss) derived
from operating activities to income before income taxes, which is its nearest
comparable GAAP financial measure.
The Company included its adjusted income (loss) derived from operating
activities in the release because management evaluates the performance of our
business units and the consolidated company based on several criteria, including
adjusted income (loss) derived from operating activities, and because it
believes this financial measure is an accurate reflection of the ongoing
profitability of our Company.
ITEM 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING.
On October 24, 2005, the Company announced that it had applied for
listing of the Company's common shares on the New York Stock Exchange ("NYSE")
under the ticker symbol "NBR". Consequently, subject to approval by the NYSE of
the Company's listing application, the trading of the Company's common shares
will be transferred to the NYSE from the American Stock Exchange ("AMEX").
The Company anticipates that trading in its common shares on the NYSE
will begin on November 3, 2005, and that the last day of trading of the
Company's common shares on AMEX will be November 2, 2005.
A copy of the press release announcing the transfer of the Company's
listing to the NYSE is attached hereto as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
----------- -----------
99.1 Press Release issued by Nabors Industries Ltd. on October 24, 2005.
SIGNATURE
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 LTD.
Date: October 24, 2005 By: /s/ Daniel McLachlin
-----------------------------------------
Daniel McLachlin
Vice President-Administration & Secretary
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Press Release issued by Nabors Industries Ltd. on October 24, 2005.