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SEC Filings

S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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(ii)  the  corporation's  total  assets  would  be  less  than  the  sum  of its
liabilities plus, unless the charter permits otherwise, the amount that would be
needed, if the corporation were to be dissolved at the time of the distribution,
to satisfy any preferential  rights upon  dissolution.  The Key Articles provide
for a ratable payment of dividends to holders of Common Stock in accordance with
Maryland Law.

         WellTech.  Under DGCL,  the  directors of a  corporation  are generally
permitted to declare and pay  dividends out of surplus or out of net profits for
the current and/or preceding fiscal year,  provided that such dividends will not
reduce capital below the amount of capital  represented by all classes of issued
and outstanding stock having a preference upon the distribution of assets.  Also
under DGCL, a corporation  may generally  redeem or purchase shares of its stock
if such redemption or purchase will not impair the capital of the corporation.

Appraisal or Dissenters' Rights

         Key. Under MGCL,  appraisal  rights are available in connection  with a
(a)  merger  or  consolidation,  (b)  share  exchange,  (c)  transfer  of assets
requiring  stockholder  approval,  (d)  amendment  of charter  which  alters the
contract rights of any outstanding  stock and  substantially  adversely  affects
stockholder  rights  or  (e)  business  combination  transaction.   However,  no
appraisal  rights are available if the stock of the  corporation  is listed on a
national  securities  exchange  or is  designated  as a national  market  system
security  on an  interdealer  quotation  system  by The NASD.  Accordingly,  Key
stockholders are not entitled to appraisal rights.


         WellTech. Under DGCL, appraisal rights are available in connection with
a statutory merger or consolidation in certain specified  situations.  Appraisal
rights are not available  when a corporation  is to be a surviving  corporation,
and no vote of its stockholders is required to approve the merger.  In addition,
unless otherwise  provided in the charter,  no appraisal rights are available to
holders of shares of any class of stock which, as of the record date, is either:
(a) listed on a national  securities exchange or designated as a national market
system  security  and  quoted on NASDAQ or (b) held of record by more than 2,000
stockholders,  unless such  stockholders are required by the terms of the merger
to accept anything other than (i) shares of stock of the surviving  corporation;
(ii) shares of stock of another  corporation which are or will be so listed on a
national  securities exchange or designated as a national market system security
and  quoted on NASDAQ or held of record by more than 2,000  stockholders;  (iii)
cash  in lieu of  fractional  shares  of such  stock;  or (iv)  any  combination
thereof. (See "Rights of Dissenting Stockholders of WellTech.")


Provisions Relating to Directors and Officers

         Key. Under MGCL, a corporation must have at least three directors. MGCL
provides that corporation's  charter or by-laws may permit classification of the
Board of Directors,  provided that no term of a director may be longer than five
years and the term of at least one class shall  expire each year.  Each share of
stock may be voted for as many  individuals as there are directors to be elected
and for whose election the share is entitled to be voted.

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