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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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         FOURTH:  The present address of the principal office of the Corporation
within  the  State of  Maryland  is c/o The  Prentice-Hall  Corporation  System,
Maryland, 11 East Chase Street, Baltimore, Maryland 21202.

         FIFTH: (a) The total number of shares of stock of all classes which the
Corporation has authority to issue is Twenty Five Million (25,000,000) shares of
capital stock amounting in aggregate par value to $2,500,000. All of such shares
are initially  classified as "Common Stock"(par value $.10 per share). The Board
of Directors may classify and reclassify any unissued shares of capital stock by
setting or changing in any one or more respects the  preferences,  conversion or
other  rights,  voting  powers,  restrictions,   limitations  as  to  dividends,
qualifications  or terms or  conditions  of  redemption of such shares of stock,
provided,  however,  that,  notwithstanding  anything  to the  contrary in these
Articles,  no such  classification or  reclassification  shall create a class of
stock  which  shall  (i) have more  than one vote per  share,  (ii) be issued in
connection with any so-called  "shareholder rights plan", "poison pill" or other
anti-takeover  measure,  or (iii) be issued for consideration which is less than
fair  consideration  as determined in good faith by the  Corporation's  Board of
Directors.

                  (b)  The  following  is  a  description  of  the  preferences,
conversion  and other rights,  voting  powers,  restrictions,  limitations as to
dividends,  qualifications  and terms and conditions of redemption of the Common
Stock of the Corporation:

                  (1) Each  share of Common  Stock  shall  have one  vote,  and,
         except as otherwise provided in respect of any class of stock hereafter
         classified or reclassified, the exclusive voting power for all purposes
         shall be vested in the holders of the Common Stock.

                  (2) Subject to the  provisions of law and any  preferences  of
         any class of stock  hereafter  classified or  reclassified,  dividends,
         including   dividends  payable  in  shares  of  another  class  of  the
         Corporation's stock, may be paid on the Common Stock of the Corporation
         at such time and in such  amounts  as the Board of  Directors  may deem
         advisable.

                  (3) In the event of any liquidation, dissolution or winding up
         of the Corporation,  whether  voluntary or involuntary,  the holders of
         the Common  Stock shall be entitled to share  ratably in the net assets
         of the Corporation  remaining after payment or provision for payment of
         the debts and other  liabilities of the  Corporation  and the amount to
         which  the  holders  of any  class of  stock  hereafter  classified  or
         reclassified  having a preference on  distributions in the liquidation,
         dissolution  or  winding  up of  the  Corporation  shall  be  entitled,
         together  with the  holders  of any  other  class  of  stock  hereafter
         classified or reclassified  having a preference on distributions in the
         liquidation, dissolution or winding up of the Corporation.

         (c) Subject to the  foregoing,  the power of the Board of  Directors to
classify  and  reclassify  any of the shares of  capital  stock  shall  include,
without limitation, subject to the provisions of these Articles of Amendment and
Restatement, as from time to time amended (the "Charter"), authority to classify
or  reclassify  any  unissued  shares of such  stock  into a class or classes of
preferred stock,  preference stock,  special stock or other stock, and to divide

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