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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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                                    ARTICLE 5

                          STOCKHOLDER MEETING COVENANTS


         SECTION 5.1 SEC Filings.

         (a) As promptly as  practicable  after the date  hereof,  Key (with all
necessary  assistance and cooperation of the Company) will prepare and file with
the SEC a registration  statement on Form S-4 (the "Registration  Statement") in
connection with the registration under the Securities Act of the Exchange Merger
Consideration to be issued pursuant to the Merger, which Registration  Statement
shall  contain a joint  proxy  statement  to be mailed by the Company and Key to
their respective  stockholders in connection with the vote of such  stockholders
with respect to the Merger (the "Joint Proxy Statement/Prospectus").

         (b) Key and the Company will thereafter use their  reasonable  business
efforts to respond to any comments of the SEC with  respect to the  Registration
Statement and to have the Registration  Statement declared effective as promptly
as  practicable,  and also will take any other action required to be taken under
federal or state securities laws (including, without limitation, the delivery to
Key and the  Company,  as  appropriate,  of a letter  from  each  other  party's
independent  auditors in form and substance  reasonably  satisfactory to Key and
the  Company,  as the case may be,  and  customary  in scope and  substance  for
letters  delivered  by  independent   public   accountants  in  connection  with
registration statements similar to the Registration Statement).

         (c) As  promptly  as  practicable  after the date  hereof,  Key and the
Company shall  prepare and file any other  filings  required to be filed by each
under the  Securities  Act, the Exchange Act or any other  federal or state laws
relating to the Transactions  (collectively  "Other Filings") and will use their
reasonable  business  efforts to respond to any comments of the SEC or any other
appropriate government official with respect thereto.

         (d)  As  promptly  as  practicable   after  the  effectiveness  of  the
Registration  Statement,  Key (with all necessary  assistance and cooperation of
the Company) will prepare and file with the SEC a  registration  statement  (the
"Shelf  Registration  Statement") in connection with the registration for resale
under the Securities Act of (i) the Exchange Merger  Consideration  to be issued
pursuant to the Merger to the stockholders of the Company who are parties to the
Registration  Rights  Agreement,  and  (ii)  shares  of Key  Stock  held  on the
Effective Date by affiliates of the majority  stockholder of the Company,  which
Shelf  Registration  Statement shall be supplemented  and amended,  from time to
time, in accordance with the provisions of the Registration Rights Agreement.

         (e) Key and the Company shall  cooperate with each other and provide to
each  other all  information  necessary  in order to  prepare  the  Registration
Statement,  the  Joint  Proxy   Statement/Prospectus,   the  Shelf  Registration
Statement and the Other Filings  (collectively  "SEC Filings") and shall provide
promptly  to the other  party any  information  that such party may obtain  that
could necessitate amending any such document.

         (f) Key and the Company will notify each other  promptly of the receipt
of any comments  from the SEC or its staff or any other  appropriate  government
official  and of any  requests by the SEC or its staff or any other  appropriate
government  official for  amendments or supplements to any of the SEC Filings or
for  additional  information  and will supply the other party with copies of all


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