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SEC Filings

S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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         o Each share of WellTech Common Stock outstanding  immediately prior to
the Merger  (other  than those  owned  directly  or  indirectly  by  WellTech as
treasury  stock or by any of its  subsidiaries)  will be converted into and will
become 13.9682 shares of fully paid and nonassessable shares of Key Common Stock
and New Key Warrants to purchase  2.125 fully paid and  nonassessable  shares of
Key Common Stock;

         o Each share of the capital  stock of WellTech  issued and  outstanding
immediately  prior to the Merger and owned directly or indirectly by WellTech as
treasury  stock  or by  any  of  its  subsidiaries  will  be  canceled,  and  no
consideration will be delivered in exchange therefor;

         o Each share of Key Common  Stock  issued and  outstanding  immediately
prior to the Merger  (other than  1,429,962  shares owned  directly by WellTech)
will remain outstanding; and

         o An  aggregate  of  1,429,962  shares  of Key  Common  Stock  and each
Existing Key Warrant issued and outstanding  immediately prior to the Merger and
owned by WellTech will be canceled,  and no  consideration  will be delivered in
exchange therefor. As of the date of this Proxy Statement--Prospectus,  WellTech
owns,  an  aggregate  of  1,635,000  shares of Key Common Stock and Existing Key
Warrants to purchase an aggregate  of 250,000  shares of Key Common  Stock.  The
remaining  205,038  shares  of Key  Common  Stock  owned  by  WellTech  will  be
distributed to directors of WellTech prior to the Merger.

          The  holder  of  any  shares  of  WellTech  Common  Stock  outstanding
immediately  prior to the  Merger  which has  validly  exercised  such  holder's
appraisal rights under Delaware Law will not be entitled to receive,  in respect
of the  shares of  WellTech  Common  Stock as to which such  holder has  validly
exercised  appraisal rights, the shares of Key Common Stock and New Key Warrants
to which such holder  would have been  entitled  had such  holder not  exercised
appraisal rights.  WellTech and Key have reached certain agreements  relating to
any such  exercise  of  appraisal  rights,  including  Key's  agreement,  as the
surviving  corporation  of the  Merger,  to pay any  amount  payable to any such
stockholder who becomes entitled under Delaware Law to payment for such holder's
shares of WellTech  Common  Stock.  (See "Rights of Dissenting  Stockholders  of
WellTech"  for  further  information  concerning  the  rights  to  appraisal  of
WellTech's stockholders.)

         The Merger Agreement  provides that no fractional  shares of Key Common
Stock and no fractional  New Key Warrants will be issued in connection  with the
Merger. In lieu of any such fractional interests, Key will pay an amount in cash
(without interest),  rounded to the nearest cent,  determined by multiplying the
closing  price of the Key Common Stock on the day prior to the  consummation  of
the Merger by the fractional  interest in the share of Key Common Stock to which
such holder would otherwise be entitled (after taking into account all shares of
Key Common Stock being issued to such holder pursuant to the Merger Agreement).

         The number of shares of Key Common  Stock to be issued  will be further
adjusted if between  November 18, 1995 and the  Effective  Time the  outstanding
shares of Key Common  Stock or WellTech  Common  Stock have been  changed into a
different  number  of  shares  or a  different  class,  by  reason  of any stock

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