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S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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initiated with, WellTech or Key and to furnish the other with a copy of any such
proposal.  (See "Termination of the Merger Agreement" below for information with
respect  to  payments  required  to be made by  WellTech  or Key in the event it
terminates  the Merger  Agreement  and  consummates  an "Other  Transaction"  as
defined in the Merger Agreement within nine months of such termination.)

Registration Rights

   
        Simultaneously with the execution of the Merger Agreement, Key agreed to
enter into a registration rights agreement with certain stockholders of WellTech
relating to the Key Common Stock and New Key Warrants  (and the shares  issuable
upon exercise thereof) to be issued pursuant to the Merger.  This Prospectus has
been prepared for use by certain of such stockholders of WellTech for the resale
of the Key Common Stock and Warrants. See "Resales of Securities."
    

Termination of the Merger Agreement


       The Merger Agreement may be terminated at any time prior to the Effective
Time by mutual written consent of Key and WellTech, or by either Key or WellTech
individually under certain specified  circumstances.  If the Merger Agreement is
terminated  by either party  because the Board of  Directors of the  terminating
party shall have withdrawn, modified or changed its recommendation so that it is
no longer in favor of the Merger or shall have recommended an Other Transaction,
and if the terminating party consummates an Other Transaction within nine months
of such  termination,  it will be required  to pay to the other party  $500,000.
(See  "Proposals  to be  Voted  upon at the Key  Special  Meeting--Item  1:  The
Merger--Termination.")


Corporate Governance


       All  of the  officers  and  Directors  of Key  immediately  prior  to the
Effective  Time will  continue  as  officers  and,  except for D. Kirk  Edwards,
Directors after the Effective Time. Pursuant to the Merger Agreement two persons
nominated by WellTech to the Board of Directors of Key (the "WellTech Nominees")
shall have been elected, and it is anticipated that certain officers of WellTech
will  become  officers  of  Key  or  its  subsidiaries.  If  the  Merger  is not
consummated,  it is  anticipated  that Mr.  Edwards will  continue to serve as a
Director and that the Board of  Directors  will consist of five persons and will
not include any WellTech  nominees.  (See "Proposals to be Voted upon at the Key
Special  Meeting--Item  3: Election of Board of  Directors.")  Under an existing
agreement  between  WellTech  and Key which  would  survive if the Merger is not
consummated, WellTech has the right to designate one Director to the Key Board.

Certain Federal Income Tax Considerations; Tax Opinion

         Consummation of the Merger is  conditioned,  in the case of Key, on its
receipt of a favorable  tax opinion from Sullivan & Worcester  LLP,  special tax
counsel  to Key,  to the  effect  that the  Merger  will  qualify  as a tax-free
reorganization under the Internal Revenue Code of 1986, as amended (the "Code").
(See "Proposals to be Voted upon at the Key Special Meeting - Item 1: The Merger
- -Certain Federal Income Tax Considerations .")


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