Print Page  Close Window

SEC Filings

S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
Entire Document
 
<PAGE>


Comparison of Rights of Stockholders of Key and WellTech


         Key  and  WellTech   are   incorporated   in  Maryland  and   Delaware,
respectively.  Upon consummation of the Merger,  stockholders of WellTech, whose
rights as stockholders are currently governed by DGCL, the WellTech Charter, and
the  WellTech  By-Laws,  will  automatically  become  stockholders  of  Key.  As
stockholders  of Key,  their  rights  will be  governed  by MGCL  and by the Key
Articles, as amended and restated pursuant to the Key Charter Amendment, and the
Key ByLaws. The following is a summary of certain material  differences  between
the rights of holders of WellTech  Stock and the rights of holders of Key Common
Stock.  The  following  does not  purport  to be a complete  description  of the
differences  between  the  rights  of  Key  and  WellTech   stockholders.   Such
differences  may be determined in full by reference to the MGCL,  DGCL,  the Key
Articles, the WellTech Charter and the Key and WellTech By-Laws.


Required Vote for Certain Business Combinations

         Key.  MGCL  provides  that  unless the  charter  states  otherwise,  an
affirmative  vote of  two-thirds  of all the  votes  entitled  to be cast on the
matter is required to approve the Merger. The Key Articles provide, as permitted
by the MGCL,  that only an  affirmative  vote of majority of the total number of
shares of all classes  outstanding  and entitled to vote  thereon is  necessary.
Maryland Law also provides that,  unless the corporate charter states otherwise,
the vote of the  stockholders  of a  surviving  corporation  is not  required to
approve a merger if (a) the plan of merger  does not  reclassify  or change  its
outstanding  stock or  otherwise  amend the  corporation's  charter  and (b) the
number of shares of common stock to be issued or  transferred in the merger does
not  exceed  15% of the  number  of its  shares  of the same  class  outstanding
immediately before the merger becomes effective.  MGCL has extensive  provisions
governing certain business  combinations with certain interested parties,  which
provisions are not applicable to Key.


         WellTech.   DGCL   requires   approval  of  a  merger,   consolidation,
dissolution or sale of all or substantially all of a corporation's assets by the
affirmative vote of the holders of a majority of the outstanding shares of stock
of the  corporation  entitled  to vote  thereon.  Pursuant  to DGCL,  unless the
corporate charter provides otherwise, no vote of the stockholders of a surviving
corporation  is required to approve a merger if (a) the agreement of merger does
not amend in any respect the surviving  corporation's charter; (b) each share of
the corporation's  stock outstanding  immediately prior to the effective date of
the  merger  is to  remain  outstanding;  and (c) the  number  of  shares of the
surviving  corporation's common stock (including shares issuable upon conversion
of any  convertible  securities)  to be  issued or  delivered  under the plan of
merger  does  not  exceed  20%  of  the  surviving  corporation's  common  stock
outstanding  immediately  prior  to  the  effective  date  of  the  merger.  For
transactions  falling outside the enumerated  exceptions,  majority  stockholder
approval is required.


Charter Amendments


         Key. MGCL provides that unless the charter states otherwise,  a vote of
two-thirds  of all votes  entitled  to be cast is  required to approve a charter
amendment;  however,  the Key Articles  provide,  as permitted by MGCL, that any

                                      -85-