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) DECEMBER 29, 2005
NABORS INDUSTRIES LTD.
(Exact name of registrant as specified in its charter)
BERMUDA 000-49887 980363970
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Eugene M. Isenberg
On December 29, 2005, Nabors Industries, Inc. and Nabors Industries Ltd.
(collectively, the "Company) and Mr. Isenberg amended Mr. Isenberg's employment
agreement. The amendment eliminates Mr. Isenberg's ability to elect to receive a
cash payment from the Company for the value of his appreciated stock options
without the consent of the Compensation Committee of the Board of Directors in
the event of a change in control of the Company. The amendment was made to
eliminate the requirement to record a liability related to the affected options
as of January 1, 2006, based on the requirements of Statement of Financial
Accounting Standards (SFAS) No. 123R, "Share-Based Payment". SFAS 123R requires
that the fair value of options be recognized as a liability whenever a company
can be required under any circumstance to settle options by transferring cash or
other assets.
Anthony G. Petrello
On December 29, 2005, the Company and Mr. Petrello amended Mr. Petrello's
employment agreement. The amendment eliminates Mr. Petrello's ability to elect
to receive a cash payment from the Company for the value of his appreciated
stock options without the consent of the Compensation Committee of the Board of
Directors in the event of a change in control of the Company. The amendment was
made to eliminate the requirement to record a liability related to the affected
options as of January 1, 2006, based on the requirements of SFAS No. 123R,
"Share-Based Payment". SFAS 123R requires that the fair value of options be
recognized as a liability whenever a company can be required under any
circumstance to settle options by transferring cash or other assets.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
*10.01 Third Amendment to Amended and Restated Employment Agreement
between Nabors Industries, Inc., Nabors Industries Ltd. and
Eugene M. Isenberg dated as of December 29, 2005.
*10.02 Third Amendment to Amended and Restated Employment Agreement
between Nabors Industries, Inc., Nabors Industries Ltd. and
Anthony G. Petrello dated as of December 29, 2005.
-----------------------
* filed herewith
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: December 30, 2005 By: /s/ Daniel McLachlin
-----------------------------------------
Daniel McLachlin
Vice President-Administration & Secretary
EXHIBIT INDEX
NUMBER EXHIBIT
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10.01 Third Amendment to Amended and Restated Employment Agreement
between Nabors Industries, Inc., Nabors Industries Ltd. and
Eugene M. Isenberg dated as of December 29, 2005.
10.02 Third Amendment to Amended and Restated Employment Agreement
between Nabors Industries, Inc., Nabors Industries Ltd. and
Anthony G. Petrello dated as of December 29, 2005.