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>



                                    Francis D. John
                                    Van D. Greenfield
                                    William Manly
                                    Morton Wolkowitz
                                    D. Kirk Edwards

          SEVENTH:  (a) The  following  provisions  are hereby  adopted  for the
purpose of defining,  limiting and regulating the powers of the  Corporation and
of the directors and stockholders.

                  (1) The Board of  Directors  is hereby  empowered to authorize
         the issuance from time to time of shares of the Corporation's  stock of
         any  class,  whether  now  or  hereafter   authorized,   or  securities
         convertible  into or  exchangeable  for,  or  evidencing  the  right to
         purchase or otherwise acquire, shares of the Corporation's stock of any
         class  or  classes,  whether  now or  hereafter  authorized,  for  such
         consideration  as may be deemed advisable by the Board of Directors and
         without any action by the stockholders.

                  (2) No  holder of any  stock or any  other  securities  of the
         Corporation,  whether  now or  hereafter  authorized,  shall  have  any
         preemptive  right to  subscribe  for or purchase any stock or any other
         securities of the Corporation  other than such, if any, as the Board of
         Directors,  in its sole discretion,  may determine and at such price or
         prices and upon such other terms as the Board of Directors, in its sole
         discretion,  may fix; and any stock or other securities which the Board
         of Directors may determine to offer for subscription  may, as the Board
         of Directors in its sole discretion shall determine,  be offered to the
         holders of any class,  series or type of stock or other  securities  at
         the time  outstanding  to the  exclusion  of the  holders of any or all
         other classes, series or types of stock or other securities at the time
         outstanding.

                  (3)  The  Board  of  Directors  of  the   Corporation   shall,
         consistent  with  Maryland  Law,  have power in its sole  discretion to
         determine  from  time to  time  in  accordance  with  sound  accounting
         practice or other reasonable  valuation methods what constitutes annual
         or other net  profits,  earnings,  surplus  or net  assets in excess of
         capital; to fix and vary from time to time the amount to be reserved as
         working capital,  or determine that retained  earnings or surplus shall
         remain in the hands of the  Corporation;  to set apart out of any funds
         of the  Corporation  such reserve or reserves in such amount or amounts
         and for such proper  purpose or purposes as it shall  determine  and to
         abolish any such reserve or any part  thereof;  to  distribute  and pay
         distributions  or  dividends  in  stock,  cash or other  securities  or
         property,  out of  surplus  or  any  other  funds  or  amounts  legally
         available therefor,  at such times and to the stockholders of record on
         such dates as it may,  from time to time,  determine;  and to determine
         whether  and to what  extent and at what times and places and under and
         subject to what  conditions  and  regulations  the books,  accounts and
         documents  of the  Corporation,  or any of  them,  shall be open to the
         inspection of stockholders,  except as otherwise  provided by law or by
         the By-Laws,  and, except as so provided, no stockholder shall have any
         right to inspect  any book,  account  or  document  of the  Corporation
         unless authorized so to do by resolution of the Board of Director.

                                       AI-86