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KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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         D. Kirk Edwards  (36),  has been a Director of Key since July 1993.  He
has  been  the  President,  Chief  Executive  Officer  and  Director  of  Odessa
Exploration  since July 1993.  Mr.  Edwards  formerly  was  President  of Odessa
Exploration Incorporated,  a Texas corporation engaged in development,  drilling
and  operation  of oil and gas  wells and  ownership  and  development  of other
mineral  interests,  a position he had  occupied  since 1986.  Mr.  Edwards will
resign as a Director of Key effective upon  consummation  of the Merger.  If the
Merger is not consummated,  it is anticipated that Mr. Edwards will be reelected
to the Board.

         W. Phillip  Marcum (51),  has been a Director of WellTech since January
19, 1994.  Since  October,  1995, Mr. Marcum has been the  non-executive  acting
Chairman of the Board of Directors  of  WellTech.  He has been a Chairman of the
Board,  President and Chief  Executive  Officer of Marcum  Natural Gas Services,
Inc. since January 1, 1991, and has been a Director of Homefree Village Resorts,
Inc., a  corporation  engaged in the  manufacture  of housing for travel  resort
properties in Arizona and Florida since the late 1970s.

         Kevin P. Collins  (45),  has been a Director of WellTech  since January
19, 1994. He has been the principal of JHP Enterprises, a merchant banking firm,
since 1992.  From 1986 to 1991, Mr. Collins served as a Senior Vice President of
DG Investment Bank, Ltd.

         If some unexpected occurrence should make necessary, in the judgment of
the Board of  Directors,  the  substitution  of some other person for any of the
nominees,  it is the  intention  of the  persons  named in the proxy for the Key
Special  Meeting  to  vote  for the  election  of such  other  person  as may be
designated  by the  Board of  Directors  of Key,  in the case of  Messrs.  John,
Greenfield,  Manly or Wolkowitz,  and of WellTech, in the case of Mr. Collins or
Mr. Marcum.  Each of the Directors elected at the Key Special Meeting will serve
until the 1996 Annual Meeting and until his successor is elected and qualified.

         Compliance  with Section 16(a) of the Securities  Exchange Act of 1934.
Section 16(a) of the Exchange Act requires  officers and directors,  and persons
who own more than 10% of Key Common  Stock,  to file  reports of  ownership  and
changes in ownership  (Form 5) with the Securities  and Exchange  Commission and
the  American  Stock  Exchange.   Officers,   directors  and  greater  than  10%
stockholders  are required by SEC  regulation  to furnish Key with copies of all
Section  16(a)  forms  they file.  Based  solely on review of the copies of such
forms  furnished  to  Key,  or  written  representations  that  no  Forms 5 were
required,  Key  believes  that during the fiscal year ended June 30,  1995,  all
Section 16(a) filing  requirements  applicable  to its  officers,  directors and
greater than 10% beneficial owners were complied with.


         Adoption and Duration of the Key 1995 Stock Option Plan. If approved by
Key  shareholders,  the Key 1995 Stock Option Plan (hereinafter the "1995 Plan")
shall become effective as of July 1, 1995, and, unless terminated earlier,  will
terminate July 1, 2005. No option may be granted pursuant to the 1995 Plan after
June 30, 2005.  Upon and subject to approval of the 1995 Plan,  Key's Grant Plan
together with all prior awards  thereunder will be canceled and will be replaced
in  its  entirety  by  the  1995  Plan.  (See   "Management  of   Key--Executive
Compensation--Stock Grant Plan.")