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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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obligations of either party shall cease,  except that no such termination  shall
relieve  either party from  liability for the  intentional  breach of any of its
representations,  warranties,  covenants or  agreements  set forth in the Merger
Agreement.

Fees and Expenses


         All  costs  and  expenses,  incurred  in  connection  with  the  Merger
Agreement,  the  Merger  and  the  related  transactions,   including,   without
limitation,   fees  and  disbursements  of  counsel,   financial   advisors  and
accountants,  incurred by the parties  hereto shall be borne solely and entirely
by the party which has  incurred  such costs and  expenses,  except that Key has
agreed that WellTech may pay the costs and expenses of  WellTech's  stockholders
up to an aggregate amount of $150,000.


Regulatory and Other Third Party Approvals

         Consummation  of the Merger  requires  consents or waivers from certain
third parties which have a business  relationship  with WellTech and Key.  There
are  no  significant   consents  or  waivers   required  from  any  governmental
authorities.

Amendment; Waiver

         Subject to applicable  law, (a) the Merger  Agreement may be amended at
any time prior to the Effective Time (including after the approval of the Merger
and after the approval of the Key  Proposals) by an instrument in writing signed
on behalf of all of the parties  thereto and (b) the parties may extend the time
for  performance  of any of the  obligations  of the other parties to the Merger
Agreement and may waive  inaccuracies in the  representations  and warranties or
compliance with any of the agreements or conditions for their respective benefit
therein.

Ownership of Key Stock after the Merger

         Pursuant to the Merger, Key will issue an aggregate of 4,929,962 shares
of Key Common Stock and the New Key Warrants.  As a condition to consummation of
the Merger,  however,  1,429,962 of the 1,635,000 shares of Key Common Stock and
the  Existing Key Warrants  will be canceled.  Accordingly,  based solely on the
securities  to be issued to the  WellTech  stockholders  pursuant to the Merger,
such stockholders would own in the aggregate  approximately  47.3% of the shares
of Key Common Stock before  giving  effect to the exercise of any of the New Key
Warrants (or any other outstanding  options or warrants).  Assuming the exercise
in their  entirety  of the New Key  Warrants  (but not of any other  options  or
warrants),  such holders would own in the aggregate  approximately  50.9% of the
shares of Key Common Stock.

Description of Key Common Stock

         Key is currently  authorized to issue  10,000,000  shares of Key Common
Stock, of which an aggregate of 6,913,513 shares are issued and outstanding. The
outstanding  shares of Key Common Stock are fully paid and  nonassessable.  Each
    
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