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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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with respect  thereto shall have been  authorized by Key and such banks or other
financial  institutions  subject  to the  consummation  of the  Merger;  the New
Indebtedness described elsewhere in this Proxy  Statement--Prospectus  satisfies
this condition;


         o The Registration Statement (of which this Proxy Statement--Prospectus
is a part)  shall have become  effective  under the  Securities  Act and no stop
order  suspending its  effectiveness  or any part thereof shall have been issued
and remain in effect and no  proceedings  for that  purpose  shall be pending or
contemplated under the Securities Act; and

         o The  shares of Key  Common  Stock to be issued in the  Merger and the
shares of Key Stock  issuable upon  exercise of the New Key Warrants  shall have
been approved for listing on the American  Stock  Exchange,  subject to official
notice of issuance.

         Conditions to Obligations of WellTech.  The  obligations of WellTech to
effect the transactions  contemplated by the Merger Agreement are subject to the
satisfaction,  on or prior to the Effective  Time,  of the following  additional
conditions, among others:

         o The  representations and warranties of Key in the Merger Agreement or
in any other document delivered pursuant thereto will be true and correct in all
material  respects on and as of the Closing Date with the same effect as if made
on and as of the  Closing  Date,  and Key will  have  delivered  to  WellTech  a
certificate to that effect;

         o Each of the  obligations  of Key to be  performed  on or  before  the
Closing Date pursuant to the terms of the Merger  Agreement  will have been duly
performed in all material  respects on or before the Closing Date,  and Key will
have delivered to WellTech a certificate to that effect;


         o WellTech will have received an opinion from Sullivan & Worcester LLP,
counsel to Key, dated the Closing Date, with respect to the matters set forth in
the Merger Agreement,  in form and substance reasonably satisfactory to WellTech
and its counsel;


         o The Shelf  Registration  Statement shall have become  effective under
the Securities Act and no stop order  suspending its  effectiveness  or any part
thereof shall have been issued and remain in effect and no proceedings  for that
purpose shall be pending or contemplated under the Securities Act;

         o Two  nominees of WellTech  shall have been  elected as members of the
Board of  Directors  of Key to hold  office  until the next  annual  meeting  of
stockholders  of Key and  until  their  respective  successors  shall  have been
elected and qualified,  or the earlier  resignation or removal of such nominees,
as a  consequence  of which the Board of Directors  of Key shall  consist of two
nominees of WellTech and four other directors; and

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