Print Page  Close Window

SEC Filings

S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
Entire Document
 
<PAGE>



and  classify  shares of any class  into one or more  series of such  class,  by
determining, fixing, or altering one or more of the following:

                  (1) The  distinctive  designation  of such class or series and
         the number of shares to  constitute  such  class or  series;  provided,
         however,  that, unless otherwise prohibited by the terms of such or any
         other class or series,  the number of shares of any class or series may
         be  decreased  by  the  Board  of  Directors  in  connection  with  any
         classification or reclassification of unissued shares and the number of
         shares  of such  class  or  series  may be  increased  by the  Board of
         Directors   in   connection   with   any   such    classification    or
         reclassification, and any shares of any class or series which have been
         redeemed,  purchased,  otherwise  acquired or converted  into shares of
         Common  Stock or any other  class or series  shall  become  part of the
         authorized   capital  stock  and  be  subject  to  classification   and
         reclassification as provided in this sub-paragraph.

                  (2) Whether or not and, if so, the rates, amounts and times at
         which,  and the conditions  under which,  dividends shall be payable on
         shares of such class or series,  whether any such dividends  shall rank
         senior or junior to or on a parity  with the  dividends  payable on any
         other class or series of stock, and the status of any such dividends as
         cumulative,  cumulative to a limited  extent or  non-cumulative  and as
         participating or non-participating.

                  (3)  Whether or not shares of such class or series  shall have
         voting rights, in addition to any voting rights provided by law and, if
         so, the terms of such voting rights.

                  (4)  Whether or not shares of such class or series  shall have
         conversion or exchange  privileges and, if so, the terms and conditions
         thereof,  including  provision  for  adjustment  of the  conversion  or
         exchange rate in such events or at such times as the Board of Directors
         shall determine.

                  (5)  Whether or not  shares of such  class or series  shall be
         subject to  redemption  and,  if so, the terms and  conditions  of such
         redemption,  including the date or dates upon or after which they shall
         be redeemable  and the amount per share payable in case of  redemption,
         which  amount  may vary under  different  conditions  and at  different
         redemption dates; and whether or not there shall be any sinking fund or
         purchase account in respect thereof, and if so, the terms thereof.

                  (6) The  rights of the  holders  of  shares  of such  class or
         series upon the  liquidation,  dissolution or winding up of the affairs
         of, or upon any distribution of the assets of, the  Corporation,  which
         rights may vary depending upon whether such liquidation, dissolution or
         winding up is voluntary or involuntary  and, if voluntary,  may vary at
         different dates, and whether such rights shall rank senior or junior to
         or on a parity with such rights of any other class or series of stock.

                  (7) Whether or not there shall be any limitations  applicable,
         while shares of such class or series are outstanding,  upon the payment
         of dividends or making of distributions on, or the  acquisition of, or

                                       AI-84