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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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         The Key Articles sets the number of directors at five, which number may
be  increased  or  decreased  subject  to Key  By-Laws  and MGCL.  Under the Key
By-Laws, the number of directors may be set by an action of stockholders or of a
majority of the Board of  Directors,  but there may be no less than three and no
more than 25 directors. Assuming approval of the Merger, the number of Directors
will be fixed at six. A vacancy  resulting from the removal of a director may be
similarly  filled by an action of stockholders or of a majority of the remaining
directors.  A director elected by the stockholders  will serve for the remainder
of the  term of the  removed  director.  A  director  elected  by the  Board  of
Directors  to fill a vacancy  will serve  until the next  annual  meeting of the
stockholders and until the successor is elected and qualified.

         WellTech.  Under DGCL,  a  corporation  must have a Board of  Directors
consisting of at least one director. A corporation's charter may (i) confer upon
holders of any class or series of stock the right to elect one or more directors
to serve  for such  term and to have  such  voting  powers  as may be  specified
therein, (ii) permit classification of the Board of Directors,  and (iii) permit
cumulative  voting of the election of directors.  The WellTech  By-Laws  provide
that there shall be at least three  directors and a director shall serve until a
successor is elected and qualified.  No cumulative voting is permitted under the
WellTech By-Laws.

Removal of Directors

         Key.  Under  MGCL,  unless  the  charter  of the  corporation  provides
otherwise, stockholders may remove a director, with or without cause, by vote of
a majority of stockholders  entitled to vote. 


         WellTech.  Under DGCL, any director or the entire Board of Directors of
a  corporation  may be  removed,  with or  without  cause,  by the  holders of a
majority  of the  shares  then  entitled  to elect  directors.  In the case of a
corporation whose Board is classified, stockholders may effect such removal only
for cause unless the charter  provides  otherwise.  The WellTech By-Laws provide
that any  director  may be  removed,  with or  without  cause,  at any time upon
recommendation  of the Board by holders of the  majority  of stock  entitled  to
vote.


Derivative Suits

         Key. There is no statutory right to bring a derivative suit under MGCL;
however,  there is a clear  common law right in Maryland  to bring a  derivative
suit.

         WellTech.  Under  DGCL,  stockholders  may bring  suit on behalf of the
corporation  to enforce the rights of the  corporation,  but a  stockholder  may
institute and maintain a suit only if such person was a stockholder  at the time
of the transaction which is the subject of the suit.

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