Toggle SGML Header (+)


Section 1: 8-K (FORM 8-K)

0001163739 false 12/31 0001163739 2020-04-21 2020-04-22 0001163739 us-gaap:CommonStockMember 2020-04-21 2020-04-22 0001163739 us-gaap:SeriesAPreferredStockMember 2020-04-21 2020-04-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): April 22, 2020

 

NABORS INDUSTRIES LTD.

(Exact name of registrant as specified in its charter)

 

Bermuda   001-32657   98-0363970
(State or Other Jurisdiction of
Incorporation or Organization)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

Crown House
4 Par-la-Ville Road
Second Floor
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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of exchange on which
registered
Common shares   NBR   NYSE
Preferred shares – Series A   NBR.PRA   NYSE

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

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 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On April 22, 2020, Nabors Industries Ltd. (the “Company”) filed a Memorandum of Increase of Share Capital (the “Memorandum of Capital Increase”) with the Bermuda Registrar of Companies (the “Registrar”), in order to amend its Memorandum of Association (the “Memorandum of Association”) to increase the Company’s authorized common share capital from $800,000 to $1,600,000, as approved by the shareholders of the Company at the special general meeting of shareholders on April 20, 2020. A copy of the Memorandum of Capital Increase is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Registrar will later issue a Certificate of Deposit of Memorandum of Increase of Share Capital (the “Certificate of Deposit”), which will serve as a formal amendment to the Memorandum of Association. The Company will file the Certificate of Deposit as soon as practicable after its receipt.

 

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits

 

Exhibit No.   Description
     
99.1   Memorandum of Increase of Share Capital
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

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: April 24, 2020   By: /s/Mark D. Andrews
    Mark D. Andrews
    Corporate Secretary

 

 

(Back To Top)

Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit 99.1

 

FORM NO. 7

 

 

BERMUDA

THE COMPANIES ACT 1981

MEMORANDUM OF INCREASE OF SHARE CAPITAL OF

Nabors Industries Ltd.

____________________________________________________________________________

(hereinafter referred to as "the Company")

 

 

DEPOSITED in the office of the Registrar of Companies on the 22nd day of April, 2020, in accordance with the provisions of section 45(3) of the Companies Act 1981.

 

Minimum Share Capital of the Company  US$12,000.00 
      
Authorised Share Capital of the Company  US$825,000.00 
      
Increase of Share Capital as authorised by a resolution passed at a general meeting of the Company on the 20th day of April, 2020  US$800,000.00 
      
AUTHORISED SHARE CAPITAL AS INCREASED  US$1,625,000.00 

 

 

  /s/Catherine J. Lymbery
  Catharine J. Lymbery
  Assistant Secretary

 

DATED THIS 22nd day of April, 2020.

 

 

NOTE:This memorandum must be filed in the office of the Registrar of Companies within thirty days after the date on which the resolution increasing the share capital has effect and must be accompanied by a copy of the resolution and the prescribed fee.

 

 

 

 

(Back To Top)