================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 WEATHERFORD INTERNATIONAL LTD. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) -------------- BERMUDA 98-0371344 (STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) C/O CORPORATE MANAGERS (BARBADOS) LTD. FIRST FLOOR, TRIDENT HOUSE LOWER BROAD STREET BRIDGETOWN, BARBADOS NONE (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED ------------------- ------------------------------ Common Stock, $1.00 par value New York Stock Exchange If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.[ ] Securities Act registration statement file number to which this form relates: 333-85644 Securities to be registered pursuant to Section 12(g) of the Act: None ================================================================================ ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. A description of the common stock of Weatherford International Ltd. (the "Registrant") to be registered hereunder is set forth under the captions "Summary," and "Description of Authorized Shares of Weatherford International Ltd." in the proxy statement/prospectus included in the Registrant's Registration Statement on Form S-4 (No. 333- 85644), as originally filed with the Securities and Exchange Commission on April 5, 2002 under the Securities Act of 1933, as amended, and will be set forth in any prospectus filed in accordance with Rule 424(b) thereunder, which description is incorporated herein by reference. ITEM 2. EXHIBITS. The following exhibits to this Registration Statement on Form 8-A are either filed herewith or are incorporated by reference from the documents specified, which have been filed with the Securities and Exchange Commission. EXHIBIT NUMBER DESCRIPTION OF EXHIBIT ------ ---------------------- 1 Registrant's Registration Statement on Form S-4, as amended (No. 333-85644), as initially filed with the Securities and Exchange Commission on April 4, 2002 (the "Registration Statement") incorporated herein by reference. 2 Memorandum of Association of the Registrant, incorporated herein by reference to Annex II to the proxy statement/prospectus included in the Registration Statement on Form S-4. 3 Bylaws of the Registrant, incorporated herein by reference to Annex III to the proxy statement/prospectus included in the Registration Statement on Form S-4. 4* Specimen of Common Share Certificate of the Registrant. * Filed herewith. 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized. WEATHERFORD INTERNATIONAL LTD. By: /s/ BURT M. MARTIN ------------------------------ Burt M. Martin Vice President and Director Date: May 22, 2002 3 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION OF EXHIBIT ------ ---------------------- 1 Registrant's Registration Statement on Form S-4, as amended (No. 333-85644), as initially filed with the Securities and Exchange Commission on April 4, 2002 (the "Registration Statement") incorporated herein by reference. 2 Memorandum of Association of the Registrant, incorporated herein by reference to Annex II to the proxy statement/prospectus included in the Registration Statement on Form S-4. 3 Bylaws of the Registrant, incorporated herein by reference to Annex III to the proxy statement/prospectus included in the Registration Statement on Form S-4. 4* Specimen of Common Share Certificate of the Registrant. * Filed herewith.