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): July 27, 2009
Weatherford International Ltd.
(Exact name of registrant as specified in its charter)
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| Switzerland
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001-34258
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98-0606750 |
(State or other jurisdiction of
incorporation)
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Commission File Number
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(I.R.S. Employer Identification
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Alpenstrasse 15
6300 Zug
Switzerland
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Not Applicable |
| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: +41-41-729-4242
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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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.
On July 27, 2009, we completed our previously disclosed acquisition of the Oilfield Services
Division of TNK-BP International Ltd. (“TNK-BP”) from Novy Investments Limited (“Novy”), an
affiliate of TNK-BP. We originally disclosed on Form 8-K our entry into the related Sale and
Purchase Agreement on May 29, 2009, including our obligations to enter into a registration rights
agreement with TNK-BP (the “Agreement”) at completion and register with the Securities and Exchange
Commission the 24.3 million shares issued in the transaction (the “Shares”) to facilitate TNK-BP’s
re-sale of the Shares.
On July 27, 2009, we entered into the Agreement with Novy and filed a prospectus supplement
covering the Shares under our registration statement on Form S-3 (Registration No. 333-150764-01, as
amended on February 26, 2009) with the Securities and Exchange Commission. A copy of the Agreement
is attached to this Form 8-K as Exhibit 4.1 and incorporated herein by reference. In connection
with the registration of the Shares, we are filing a legal opinion as Exhibit 5.1 to this Form 8-K.
Item 3.03 Material Modification to Rights of Security Holders
The information under Item 5.03 is incorporated herein by reference.
Item 5.03 Amendment to Articles of Association.
As required under Swiss law, effective July 27, 2009, we amended our Articles of Association to
authorize the issuance by us of the Shares in exchange for the “contribution-in-kind” by Novy of
the equity interests of the 10 entities comprising TNK-BP’s Oilfield Services Division pursuant to
the Sale and Purchase Agreement. A copy of our amended Articles of Association is attached hereto
as Exhibit 3.1. The amended Articles of Association reflect the increase of our share capital by a
total of CHF 28,220,486.96, which is an amount equal to the number of Shares times the par value
per Share of CHF 1.16. After the amendment our current share capital is CHF 873,708,098.92.
As a result of the issuance of the Shares, we were also required to amend our Articles of
Association to reflect that the Board of Directors will now only be able to further increase our
share capital without shareholder approval by a maximum amount of CHF 394,523,318.44 at any time
before February 25, 2011.