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SEC Filings

S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
Entire Document
 
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Option under the 1995 Plan is not treated as a purchase of stock,  provided that
the Optionee does not dispose of the stock  acquired upon exercise of the Option
within  six  months  after  the date on which the  Option  was  granted.  If the
Optionee  disposes of the stock  acquired  on exercise of the Option  within six
months after the date that the Option was granted,  then the grant of the Option
is treated as a purchase  for  purposes of the  short-swing  profit  rules.  The
exercise of an Option under the 1995 Plan is not treated as a purchase or a sale
for purposes of Section 16(b). An Optionee's delivery of stock in payment of the
exercise  price of an  Option  will not be  considered  a sale of the  delivered
shares. However, a "cashless exercise", does constitute a sale of the stock used
to pay the exercise price.

         The shares to be issued upon exercise of options granted under the 1995
Plan have not been  registered  under  the  Securities  Act are being  issued in
reliance on an exemption from  registration  thereunder,  and may not be sold or
otherwise transferred except pursuant to an effective  registration statement or
an exemption from registration under the Securities Act.

The  following  table sets forth certain  information  relating to option grants
pursuant to Key 1995 Stock Option Plan, effective July 6, 1995.


<TABLE>
<CAPTION>

                         Number of
                         Shares of                                                             Potential Realizable Value
                       Common Stock      % of Total                                            at Assumed Annual Rates of
                        Underlying         Options       Exercise                               Stock Price Appreciation
                          Options         Granted to       Price           Expiration              for Option Term(3)
          Name          Granted(1)      Employees(2)     per Share            Date                   (in thousands)
          ----          ----------      ---------        ---------           ------                  ---------------
                                                                                                   5%              10%
<S>                      <C>             <C>              <C>            <C>                    <C>             <C>
                                                                                                   --              ---
Francis D. John           350,000         36.8%            $5.00           6/30/2005             $1,134          $2,989
                          150,000         15.8%            $5.00           6/30/2005                (4)           1,281
C. Ron Laidley             80,000          8.4%            $5.00           7/1/2005                 259             683
                           45,000          4.7%            $5.00           6/30/2005                146             384
D. Kirk Edwards           100,000         10.5%            $5.00           6/30/2005                324             854
Danny Evatt                50,000          5.3%            $5.00           6/30/2005                162             427

</TABLE>



(1)      With the exception of the options granted to Mr. John, the options vest
         in four annual  installments  commencing upon the effective date of the
         plan.  Of options  granted to Mr.  John,  options to  purchase  350,000
         shares vest in four annual  installments  commencing  on the  effective
         date of the grant and options to purchase  150,000  shares will vest on
         the first date (occurring on or after July 1, 1995 but prior to July 1,
         1999) on which the fair  market  value of Key  Common  Stock  equals at
         least $9.50 per share.

(2)      Based on options to purchase a total of 950,000  shares of Common Stock
         granted under the 1995 Plan.

(3)      Potential Realizable Value is based on the assumed growth rates for the
         ten-year  option term.  5% annual  growth  results in a stock price per
         share of $8.24 and 10%  results  in a stock  price per share of $13.54.
         The actual  value,  if any, an executive may realize will depend on the
         excess  of the  stock  price  over the  exercise  price on the date the
         option is exercised,  so that there is no assurance the value  realized
         by an executive will be at or near the amounts reflected in this table.

(4)      Options to purchase  150,000 shares will not vest until the fair market
         value of Key Common Stock  equals at least $9.50 per share,  therefore,
         Potential  Realizable  Value cannot be calculated at 5% assumed  growth
         rate.


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