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

~~Pursuant to Section~~September 13, or2010 15(d)September 8, ~~of the Securities Exchange Act of 1934~~2010)

Date of Report (Date of earliest event reported)~~: August 6, 2010~~

SUPERIOR WELL SERVICES, INC.

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 000-51435 (Commission File Number) 20-2535684 (IRS Employer Identification Number)


Delaware	000-51435	20-2535684
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification Number)

1380 Rt. 286 East, Suite #121
Indiana, Pennsylvania 15701
(Address of principal executive offices)

(724) 465-8904
(Registrant’s telephone number, including area code)

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:

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))

oItem 3.01. ~~Soliciting~~Notice ~~material~~of ~~pursuant~~Delisting or Failure to ~~Rule~~Satisfy ~~14a-12~~a ~~under~~Continued ~~the~~Listing ~~Exchange~~Rule ~~Act~~or ~~(17~~Standard; ~~CFR~~Transfer ~~240~~of Listing.~~14a-12)~~

o As a ~~Pre-commencement~~result ~~communications~~of ~~pursuant~~the totransactions ~~Rule~~described ~~14d-2~~in Item 5.01 hereof, which is incorporated herein by reference, Superior Well Services, Inc., a Delaware corporation (bthe “Company”), no longer fulfills the numerical listing requirements of the NASDAQ Stock Market (“NASDAQ”). Accordingly, on September 10, 2010, at the Company’s request, NASDAQ filed with the Securities and Exchange Commission (the “SEC”) a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (17the ~~CFR~~“Exchange Act”), ~~240~~on Form 25 thereby effecting the delisting of the common stock, par value $0.~~14d-2~~01 per share, of the Company (the “Common Stock”) from NASDAQ and the deregistration of the Common Stock under Section 12(b)) of the Exchange Act.

oItem 5.01. ~~Pre-commencement~~Changes ~~communications~~in ~~pursuant~~Control toof ~~Rule 13e-4(c) under the Exchange Act (17 CFR 240~~Registrant.~~13e-4(c))~~

~~Item~~ As 1previously disclosed, on August 6, 2010, the Company, Nabors Industries Ltd.01, ~~Entry~~a Bermuda exempt company (“Parent”), and Diamond Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), entered into ~~Material~~a ~~Definitive~~definitive Agreement and Plan of Merger (the “Merger Agreement”), which was previously filed by the Company as Exhibit 2.1 to the Company’s Current Report on 8-K filed with the SEC on August 9, 2010. Pursuant to the terms and conditions of the Merger Agreement and the Offer to Purchase, dated August 11, 2010, as amended, Parent and Purchaser commenced a cash tender offer (the “Offer”) on August 11, 2010 to acquire all of the outstanding shares of Common Stock (the “Shares”), at a purchase price of $22.12 for each Share, net to the seller in cash, without interest and less any applicable withholding taxes. On September 9, 2010, the Company and Parent announced the successful completion of the initial offer period of the Offer. According to Computershare Trust Company, N.A., the depositary for the Offer (the “Depositary”), as of such time, a total of 28,457,901 Shares were validly tendered pursuant to the Offer and not withdrawn, representing approximately 92.4% of the Shares outstanding as of such time. In addition, as of such time, the Depositary received commitments to tender 2,781,521 additional Shares under guaranteed delivery procedures.

~~Merger~~ On ~~Agreement~~September 8, 2010, Parent accepted for payment all Shares validly tendered in the Offer. Purchaser has advised the Company that the source of funds used to acquire the Shares came from Parent’s cash on hand and proceeds from a revolving credit facility.

On ~~August~~September 610, 2010, ~~Superior~~Parent ~~Well~~completed ~~Services,~~the ~~Inc.,~~acquisition aof ~~Delaware corporation (~~the “Company~~”), Nabors~~ ~~Industries~~through ~~Ltd.,~~ a ~~Bermuda exempt company (“Parent”), and Diamond Acquisition~~short-form ~~Corp.,~~merger aunder Delaware ~~corporation~~law ~~and a wholly-owned subsidiary of Parent~~ (the “~~Purchaser~~Merger”)~~, entered~~. ~~into~~As adescribed ~~definitive~~in ~~Agreement~~the ~~and~~Merger ~~Plan~~Agreement, ofeach ~~Merger (~~of the ~~“Merger~~remaining ~~Agreement”).~~Shares ~~Pursuant to~~outstanding ~~the~~(other ~~Merger~~than ~~Agreement,~~(i) Shares ~~and~~owned ~~upon~~by the ~~terms~~Company, ~~and~~Parent ~~subject~~or toPurchaser or ~~the~~their ~~conditions~~respective ~~thereof~~subsidiaries, ~~Parent~~which will ~~cause~~ ~~Purchaser~~be ~~to,~~canceled and ~~Purchaser~~ will, ~~commence~~cease ato ~~cash~~exist, ~~tender~~and ~~offer~~ (~~the “Offer”~~ii) to Shares ~~acquire~~owned ~~all~~by of the ~~outstanding~~Company’s ~~shares~~stockholders ofwho ~~common~~perfect ~~stock,~~their ~~par~~appraisal ~~value~~rights ~~$0.01~~under ~~per share, of~~ the ~~Company (the “Shares”~~DGCL), atwill abe converted ~~purchase~~into ~~price~~the ofright ~~$22.12~~to ~~for~~receive ~~each Share in cash without interest (~~the “ Offer Price”).

~~The~~ As ~~Merger~~a ~~Agreement~~result ~~provides that the Offer will commence within ten business days~~ of the ~~date~~completion of ~~the~~ ~~Merger Agreement. The Offer will remain open for at least 20 business days, subject to possible extension in accordance with~~ the ~~terms~~initial ~~set~~offer ~~forth~~period inof the ~~Merger Agreement. The~~ Offer ~~is subject~~and to the ~~satisfaction or waiver of a number of customary conditions set forth in the~~ Merger ~~Agreement~~, ~~including that there shall have been validly tendered and not validly withdrawn prior to~~a ~~the~~change ~~expiration~~in ofcontrol ~~the Offer, when added to the number~~ of ~~Shares owned by Parent or Purchaser, a majority of~~ the ~~Shares~~Company ~~then~~occurred ~~outstanding calculated on a fully-diluted basis~~ and the ~~expiration~~Company ~~or termination~~has ofbecome ~~applicable~~an ~~waiting~~indirect ~~periods~~subsidiary ~~under the Hart-Scott-Rodino Antitrust Improvements Act~~ of ~~1976, as amended~~Parent.

Pursuant to the Merger Agreement, after consummation of the Offer, and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Purchaser shall merge with and into the Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary of ParentItem 5. At the effective time of the Merger, each issued and outstanding Share (other than Shares owned by Parent, Purchaser, the Company, any wholly-owned subsidiary of the Company or Parent, or stockholders that have perfected their appraisal rights under the Delaware General Corporation Law (“DGCL”)) shall be cancelled and converted into the right to receive the Offer Price02. ~~If Purchaser~~Departure ~~holds 90% or more~~ of ~~the~~Directors outstanding Shares immediately prior to the Merger, it may effect the Merger without a meeting of the Company’s shareholders in accordance with the DGCL. Pursuant to the Merger Agreement, the Company granted Purchaser an irrevocable option (the “Top-Up Option”), to purchase the aggregate number of newly-issued Shares that, when added to the number of Shares owned by Parent and Purchaser at the time of such exercise, constitutes one share more than ninety percent (90%) of the Shares outstanding immediately after such exercise. The number of Shares subject to the Top-Up Option is limited to the aggregate number Shares held as authorized but unissued Shares at the time of exercise, and the Top-Up Option cannot be exercised if the issuance of Shares requires approval of the Company’s stockholders or isCertain ~~prohibited~~Officers; byElection ~~law. The per share exercise price~~ of ~~the~~Directors; ~~Top-Up~~Appointment ~~Option is equal to the Offer Price. The Top-Up Option will terminate concurrently with the termination~~ of ~~the~~Certain ~~Merger Agreement~~Officers.

The ~~Merger~~information ~~Agreement~~set ~~contains~~forth ~~representations,~~in ~~warranties~~Item 5.01 ~~and covenants~~ of ~~the parties customary for transactions of~~ this ~~type.~~Current ~~Subject~~Report to certain limited exceptions in the Merger Agreement, the Company has also agreed not to solicit or initiate discussions with third parties regarding other proposals to acquire the Company and it has agreed to certain restrictions on ~~its~~Form ~~ability~~8-K ~~to respond~~is ~~to such proposals, subject to fulfillment of certain fiduciary requirements of the~~incorporated ~~Company’s~~herein board of directors. The Merger Agreement also contains customary termination provisions for the Company and Parent and provides that, in connection with the termination of the Merger Agreement under specified circumstances, the Company may be required to pay Parent a termination fee equal to $22,500,000 and to reimburse transaction expenses incurred by ~~Parent and Purchaser up to $5,000,000~~reference.

~~The~~ As ~~Merger~~of ~~Agreement~~the ~~provides~~effective ~~that~~time ~~immediately~~of ~~prior~~the Merger, pursuant to the ~~time~~Merger ~~that~~Agreement ~~Purchaser~~and ~~accepts~~in ~~for~~connection ~~payment~~with ~~all~~the ~~Shares~~transactions ~~validly~~contemplated ~~tendered~~thereby, in(a) the ~~Offer~~existing directors ~~and~~of ~~not~~the ~~properly~~Company ~~withdrawn~~ceased ~~(the~~to ~~“Acceptance Time”~~be directors and (b), ~~each~~Scott ~~award~~R. ofPeterson ~~restricted~~and ~~stock~~Dennis ~~outstanding~~A. Smith, as the directors of Purchaser immediately prior to the ~~Acceptance~~effective ~~Time~~time ~~will become~~of ~~fully~~the ~~vested~~Merger, ~~and~~became ~~all~~directors ~~restrictions~~of onthe Company. ~~such~~In ~~awards will lapse~~addition, ~~and~~David ~~each~~E. ~~such~~Wallace ~~holder~~was ~~may~~appointed ~~tender~~simultaneously with the ~~shares~~effectiveness ~~underlying~~of ~~such~~the ~~holder’s~~Merger ~~restricted~~as ~~stock~~a ~~award.~~director Asof athe ~~result~~Company and Chairman of the Board of Directors, ~~all~~effective ~~restricted~~as ~~stock~~of ~~not tendered~~the ~~pursuant~~effective totime of the ~~Offer~~Merger. ~~will~~The bebiography ~~treated~~of each of these directors is contained in aAnnex ~~manner~~I ~~consistent~~to the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the ~~other~~SEC ~~Shares~~on ~~in connection~~August 12, 2010, as amended (together with the ~~Merger~~exhibits and ~~will~~annexes thereto, bethe ~~converted~~“Schedule 14D-9”). ~~into~~Purchaser has advised the ~~right~~Company that, to ~~receive~~the ~~$22.12~~best inof ~~cash~~its ~~without~~knowledge, none of these directors nor any of ~~interest.~~their

~~The~~immediate ~~Merger~~family ~~Agreement~~members is(i) has ~~attached~~a tofamilial ~~this~~relationship ~~report~~with toany ~~provide~~directors, other nominees or executive officers of the Company’s ~~stockholders~~or ~~with~~any of its subsidiaries, or (ii) has been involved in any ~~information~~transactions ~~regarding~~with the ~~terms~~Company or any of ~~the~~its ~~Merger~~subsidiaries, ~~Agreement~~in ~~and~~each iscase, ~~not~~that ~~intended~~are required to ~~modify~~be disclosed orpursuant ~~supplement any~~to ~~factual~~the ~~disclosures~~rules ~~about~~and regulations of the SEC, except as may be disclosed in the Schedule 14D-9.

2 Pursuant to the Merger Agreement and in connection with the transactions contemplated thereby, each of the following officers of Purchaser was appointed as an officer of the Company, with their respective titles set forth below, effective as of the effective time of the Merger:

~~Company~~Dennis ~~or Parent in the Company’s or Parent’s public reports filed with the Securities and Exchange Commission (the “SEC”)~~A. InSmith ~~particular,~~Vice ~~the~~President ~~Merger~~Jose ~~Agreement and this summary of terms are not intended to be, and should not be relied upon as, disclosures regarding any facts or circumstances relating to the Company or Parent~~S. ~~The~~Cadena ~~representations~~Vice ~~and~~President ~~warranties~~Laura have been negotiated with the principal purpose of (i) establishing the circumstances under which the Purchaser may have the right not to consummate the Offer, or Parent or the Company may have the right to terminate the Merger Agreement, and (ii) allocating risk between the parties, rather than establishing matters as factsW. ~~The~~Doerre ~~representations~~Assistant ~~and~~Secretary ~~warranties~~Scott ~~may also be subject to a contractual standard of materiality different from that generally applicable under federal securities laws~~R. ~~The~~Peterson ~~foregoing~~Assistant description of the Offer, Merger, and Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this report and incorporated herein by reference.Secretary

~~Tender~~ In addition, ~~and~~each ~~Voting~~of ~~Agreement~~the following individuals was appointed simultaneously with the effectiveness of the Merger as officers of the Company, with their respective titles set forth below, effective as of the effective time of the Merger:

~~In connection with the Offer and the Merger,~~ David E. Wallace, ~~Rhys~~Chairman R.and ~~Reese,~~Chief Executive Officer Jacob B. Linaberger~~, David~~ E.President ~~Snyder,~~Rhys ~~Mark A~~R. ~~Snyder~~Reese ~~and~~Executive ~~certain~~Vice ~~other significant stockholders of the Company (together~~President, ~~the~~Chief ~~“Supporting~~Operating ~~Stockholders”)~~Officer ~~have entered into a Tender~~ and ~~Voting~~Secretary ~~Agreement with~~Thomas ~~Parent and Purchaser (the “Voting Agreement”)~~W. ~~Pursuant~~Stoelk toVice ~~the~~President ~~Voting Agreement, the Supporting Stockholders agreed, among other things, subject to the terms~~ and ~~conditions~~Chief ofFinancial ~~the Voting~~Officer ~~Agreement,~~Daniel ~~(i) to~~Arnold ~~tender~~Vice inPresident ~~the Offer (and not withdraw) all Shares owned or subsequently acquired by them, (ii) not to transfer any~~ of ~~such~~Sales ~~Shares other than in accordance with the terms~~ and ~~conditions~~Marketing ~~set~~Michael ~~forth~~Seyman inVice ~~the~~President ~~Voting Agreement, (iii) not to take any action in violation~~ of the Merger Agreement provisions against soliciting or initiating discussions with third parties regarding other proposals to acquire the Company, (iv) to appoint Parent as their proxy to vote such Shares in connection with the Merger Agreement and (v) to vote such Shares in support of the Merger in the event stockholder approval is required to consummate the Merger. The Supporting Stockholders currently hold approximately 34% of the outstanding shares and approximately 31% of the outstanding Shares on a fully diluted basis. The Voting Agreement will terminate upon the termination of the Merger Agreement.Operations

~~The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement, which is attached as Exhibit~~Item 25.203. Amendments to ~~this report~~Articles ~~and~~of ~~incorporated~~Incorporation inor ~~this report by reference~~Bylaws.

~~Item~~ The 8information set forth in Item 5.01. ~~Other~~of ~~Events~~this Current Report on Form 8-K is incorporated herein by reference.

~~On August 9,~~ As ~~2010~~of the effective time of the Merger, pursuant to the ~~Company~~Merger Agreement and ~~Parent~~in ~~issued~~connection with athe ~~joint~~transactions ~~press~~contemplated ~~release~~thereby, ~~announcing~~ the ~~execution~~bylaws of Purchaser became the ~~Merger~~bylaws ~~Agreement,~~of athe Company. A copy of ~~which~~the bylaws is ~~furnished~~attached as Exhibit 993.12 tohereto ~~this report~~ and incorporated ~~herein~~ herein by reference.

NOTICES

Important Information About the Offer

The Offer described herein has not yet commenced, and this report is neither an offer to purchase nor a solicitation of an offer to sell securities. At the time the Offer is commenced, Purchaser will file a tender offer statement on Schedule TO with the SEC. Investors and the Company’ s stockholders are strongly advised to read the tender offer statement (including the offer to purchase, letter of transmittal and related tender offer documents) and the related solicitation/recommendation statement on Schedule 14D-9 that will be filed by the Company with the SEC, because they will contain important information. These documents will be available at no charge on the SEC’s website at www.sec.gov. The Company’s solicitation/recommendation statement on Schedule 14D-9 will be made available free of charge to all stockholders of the Company at www.swsi.com or by directing a request to Superior Well Services, Inc. at 1380 Rt. 286 East, Suite #121, Indiana, PA 15701, Attention: Investor Relations.

Forward-Looking Statements

Certain statements contained in, or incorporated by reference in, this report are forward-looking statements and are subject to a variety of risks and uncertainties. Additionally, words such as “may,” “would,” “will,” “intend,” and other similar expressions are forward-looking statements. Such forward-looking statements include the ability of the Company, Purchaser and Parent to complete the transactions contemplated by the Merger Agreement, including the parties’ ability to satisfy the conditions set forth in the Merger Agreement and the possibility of any termination of the Merger Agreement. The forward-looking statements contained in this report are based on the Company’s current expectations, and those made at other times will be based on the Company’s expectations when the statements are made. Some or all of the results anticipated by these forward-looking statements may not occur. Factors that could cause or contribute to such differences include, but are not limited to, the expected timetable for completing the proposed transaction, the risk and uncertainty in connection with a strategic alternative process, the impact of the

current economic environment, operating losses and fluctuations in operating results and capital requirements and other risks detailed from time to time in the Company’s SEC reports, including its Annual Report on Form 10-K for the year ended December 31, 2009. The Company disclaims any intent or obligation to update these forward-looking statements.

Item 9.01. Financial Statements and Other Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated August 6, 2010, by and among Superior Well Services, Inc., Nabors Industries Ltd., and Diamond Acquisition Corp.
3.2		Bylaws of Superior Well Services, Inc.
2.2		Tender and Voting Agreement, dated August 6, 2010, by and among Nabors Industries Ltd., Diamond Acquisition Corp., and the stockholders of Superior Well Services, Inc. party thereto.
99.1		Joint Press Release, issued by Nabors Industries Ltd. and Superior Well Services, Inc., dated August 9, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	SUPERIOR WELL SERVICES, INC. (Registrant)
	/s/ Thomas W. Stoelk
	Thomas W. Stoelk
	Vice President & Chief Financial Officer

Dated: ~~August~~September 913, 2010

5Exhibit Index

EXHIBIT INDEX


Exhibit No.		Description
3.2		Bylaws of Superior Well Services, Inc.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated August 6, 2010, by and among Superior Well Services, Inc., Nabors Industries Ltd., and Diamond Acquisition Corp.
2.2		Tender and Voting Agreement, dated August 6, 2010, by and among Nabors Industries Ltd., Diamond Acquisition Corp., and the stockholders of Superior Well Services, Inc. party thereto.
99.1		Joint Press Release, issued by Nabors Industries Ltd. and Superior Well Services, Inc., dated August 9, 2010.

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