As filed with the Securities and Exchange Commission on February 26, 2009

Registration No. 33-56386

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2 TO

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

WEATHERFORD INTERNATIONAL LTD.

(Exact name of registrant as specified in its charter)

Bermuda		98-0371344
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
515 Post Oak Blvd., Houston, Texas		77027-3415
(Address of Principal Executive Offices)		(Zip Code)

Weatherford International Ltd. 1991 Non-Employee Director Stock Option Plan (f/k/a Energy Ventures, Inc.
1991 Non-Employee Director Stock Option Plan)
(Full title of the plan)

Burt M. Martin
Weatherford International Ltd.
515 Post Oak Blvd., Suite 600
Houston, Texas 77027
(713) 693-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:
W. Mark Young
Andrews Kurth LLP
600 Travis, Suite 4200
Houston, Texas 77002
(713) 220-4200

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

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

 

 

EXPLANATORY NOTE

     Pursuant to its Registration Statement on Form S-8 (Reg. No. 33-56386), as amended by Post-Effective Amendment No. 1 to such Registration Statement (the “Registration Statement”), Weatherford International Ltd., a Bermuda exempted company (the “Company”), registered 300,000 of its common shares, U.S.$1.00 par value (the “Common Shares”), issuable pursuant to the exercise of stock options granted under the Weatherford International Ltd. 1991 Non-Employee Director Stock Option Plan (f/k/a Energy Ventures, Inc. 1991 Non-Employee Director Stock Option Plan) (the “Plan”).

     All stock options that were granted under the Plan have expired or been exercised, and no more stock options will be granted. Pursuant to the undertaking made by the Company and required by Item 512(a)(3) of Regulation S-K, the Company files this Post-Effective Amendment No. 2 to the Registration Statement for the purpose of removing from registration those Common Shares that were not issued pursuant to the Plan.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Houston, State of Texas, on February 26, 2009.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Bernard J. Duroc-Danner   Bernard J. Duroc-Danner		President, Chief Executive Officer, Chairman of the Board and Director (Principal Executive Officer)		February 26, 2009
/s/ Andrew P. Becnel   Andrew P. Becnel		Senior Vice President and Chief Financial Officer (Principal Financial Officer)		February 26, 2009
/s/ Jessica Abarca   Jessica Abarca		Vice President — Accounting and Chief Accounting Officer (Principal Accounting Officer)		February 26, 2009
*   Nicholas F. Brady		Director		February 26, 2009
*   David J. Butters		Director		February 26, 2009
*   William E. Macaulay		Director		February 26, 2009
*   Robert B. Millard		Director		February 26, 2009
*   Robert K. Moses, Jr.		Director		February 26, 2009
*   Robert A. Rayne		Director		February 26, 2009

*By: /s/ Burt M. Martin                    
Burt M. Martin, Attorney-in-Fact