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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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share is entitled to one vote in the election of directors  and other  corporate
matters.  The holders of Key Common Stock do not have cumulative  voting rights,
which means that the  holders of a majority of the votes  entitled to be cast by
holders of the  outstanding  Key Common Stock are able to elect all directors of
Key. Key Common Stock has no redemption  provisions and the holders thereof have
no  preemptive  rights.  The holders of Key Common Stock are entitled to receive
dividends  in such  amounts as may be  declared  by the Board of  Directors,  as
permitted by applicable law, and upon liquidation, dissolution, or winding up of
Key, subject to the rights of any preferred stock then outstanding,  the holders
of Key  Common  Stock  are  entitled  to share  ratably  in the  assets  of Key,
according  to the number of shares they hold.  The Key Common Stock is listed on
the American Stock Exchange.


         For a  description  of proposed  amendments  to the Key Articles  which
affect  Key Common  Stock see  "Proposals  to be Voted  upon at the Key  Special
Meeting--Item 2: Key Charter Amendment."


Description of the New Key Warrants

         Pursuant to the Merger,  Key will issue New Key Warrants to purchase an
aggregate of 750,000  shares of Key Common  Stock at an exercise  price of $6.75
per share.  Warrants to purchase  250,000  shares of Key Common Stock  currently
owned by WellTech  will be canceled.  The following is a summary of the material
terms of the New Key Warrants.

         Exercise of Warrant.  A New Key  Warrant is  exercisable  in full or in
part at any time during a five year period from the date of issue.  If a New Key
Warrant  is  exercised  in  respect  of fewer  than the full  number  of  shares
issuable,  a new Warrant shall be issued providing for the difference.  Key does
not have to issue  fractional  shares upon the exercise of a New Key Warrant and
may substitute cash in lieu of fractional shares.

         Dividends.  If Key declares a dividend (other than Key Common Stock) or
makes a distribution  of property,  cash,  securities or options (other than Key
Common  Stock) the holder of a New Key Warrant  shall  receive  the  dividend or
distribution as if such holder had exercised the New Key Warrant.


         Adjustment of Exercise  Price.  The exercise  price will be adjusted if
Key  changes the number of  outstanding  shares by  declaring a stock  dividend,
subdividing,  combining or reclassifying  the outstanding  shares.  The exercise
price will be multiplied by the number of shares of Key Common Stock outstanding
before the transaction, then divided by the number of shares of Key Common Stock
outstanding  after  the  transaction.  In the  event  that Key  issues  options,
warrants or convertible  securities to its stockholders  which enable the holder
to purchase  Key Common  Stock for less than Market Price (as defined in the New
Key Warrants), the exercise price shall be multiplied by the number of shares of
Key Common Stock  outstanding  before the transaction  plus the number of shares
which could be purchased at Market Price with the aggregate offering price. That
figure is then divided by the number of shares of Key Common  Stock  outstanding
plus the  number of shares  offered  for  purchase  in the  transaction.  If Key
proposes to make a distribution  of (i) any class of stock other than Key Common

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