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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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         SECTION 1.5 Effect of the Merger.  From and after the  Effective  Time,
the Surviving Corporation shall possess all the rights,  privileges,  powers and
franchises and be subject to all of the restrictions, disabilities and duties of
the Company and Key, and the Merger shall  otherwise have the effects,  provided
for under the DGCL and the MGCL.

         SECTION 1.6 Articles of Incorporation. The Articles of Incorporation of
Key in effect at the Effective  Time shall be the Articles of  Incorporation  of
the Surviving  Corporation  unless amended in accordance  with  Applicable  Law,
except that such Articles of Incorporation shall be amended and restated to read
in their entirety  substantially  as set forth in Exhibit B attached  hereto and
made a part hereof.  The name of the Surviving  Corporation shall be the name of
Key or such other name as Key may elect.

         SECTION 1.7 Bylaws.  The bylaws of Key in effect at the Effective  Time
shall be the bylaws of the Surviving  Corporation  unless  amended in accordance
with  Applicable  Law,  except that such bylaws shall be amended and restated to
read in their entirety  substantially  as set forth in Exhibit C attached hereto
and made a part hereof.

         SECTION 1.8 Directors and Officers.  From and after the Effective Time,
until  successors  are duly  elected or  appointed  and  qualified  (or  earlier
resignation or removal) in accordance  with  Applicable Law (a) the directors of
Key at the  Effective  Time (after  giving  effect to the  provisions of Section
7.3(f)) shall be the directors of the Surviving Corporation and (b) the officers
of Key at the Effective Time shall be the officers of the Surviving Corporation.


                                    ARTICLE 2

               CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES

         SECTION 2.1 Conversion of Securities.  At the Effective Time, by virtue
of the Merger and  without  any  action on the part of Key,  the  Company or the
holders of any of the following securities:

         (a) Each  share of Common  Stock,  par value  $1.00 per  share,  of the
Company (the "Company  Stock") issued and outstanding  immediately  prior to the
Effective  Time  (other  than any  shares of the  Company  Stock to be  canceled
pursuant  to Section  2.1(b) and any  Dissenting  Shares (as  defined in Section
2.5)),  shall be converted into the right to receive 13.9682 shares of Key Stock
and New Key  Warrants  to  purchase  2.125  shares  of Key  Stock  (the  "Merger
Consideration").  At the  Effective  Time,  all  shares of  Company  Stock  (the
"Company  Shares") shall no longer be  outstanding  and shall  automatically  be
canceled  and  retired  and shall cease to exist,  and  certificates  previously
evidencing  any such Company  Shares (each, a  "Certificate")  shall  thereafter
represent  the right to  receive,  upon the  surrender  of such  Certificate  in
accordance  with  the  provisions  of  Section  2.2,  the  Merger  Consideration
multiplied by the number of Company Shares represented by such Certificate,  and
a holder of more than one Certificate shall have the right to receive the Merger
Consideration multiplied by the number of Company Shares represented by all such
Certificates  (the  "Exchange  Merger  Consideration").   The  holders  of  such
Certificates  previously evidencing Company Shares outstanding immediately prior
to the  Effective  Time  shall  cease to have any  rights  with  respect to such
Company Shares except as otherwise provided herein or by Applicable Law.

         (b) Each Company Share held in the treasury of the Company or by any of
its  Subsidiaries and each Company Share owned by Key or any of its Subsidiaries


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