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As filed with the Securities and Exchange Commission on October 20, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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KEY ENERGY GROUP, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
MARYLAND 04-2648081
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
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TWO TOWER CENTER, TENTH FLOOR
EAST BRUNSWICK, NEW JERSEY 08816
(908) 247-4822
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
KEY ENERGY GROUP, INC.
1995 STOCK OPTION PLAN
OUTSIDE DIRECTORS STOCK OPTION PLAN
(Full Title of Plans)
FRANCIS D. JOHN
KEY ENERGY GROUP, INC.
TWO TOWER CENTER, TENTH FLOOR
EAST BRUNSWICK, NEW JERSEY 08816
(908) 247-4822
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
With copies to:
SAMUEL N. ALLEN
PORTER & HEDGES, L.L.P.
700 LOUISIANA, SUITE 3500
HOUSTON, TEXAS 77002
(713) 226-0600
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CALCULATION OF REGISTRATION FEE
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Title of Amount to Proposed Maximum Proposed Amount of
Securities to be be Offering Maximum Aggregate Registration
Registered registered(1) Price Per Share(2) Offering Price(2) Fee
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Common Stock, par value 1,400,000 $34.00 $47,600,000 $14,424.24
$.10 per share
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(1) Pursuant to Rule 416(a), also registered hereunder is an indeterminate
number of shares of Common Stock issuable as a result of the
anti-dilution provisions of the Key Energy Group, Inc. 1995 Stock
Option Plan and the Key Energy Group, Inc. Outside Directors Plan
(collectively, the "Plans").
(2) Pursuant to Rule 457(h), the registration fee is calculated on the
basis of the average of the high and low price per share of Common
Stock, as quoted on the American Stock Exchange, Inc. on October 16,
1997 and with respect to the maximum number of the registrant's
securities issuable under the Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The contents of the following documents filed by Key Energy Group,
Inc., a Maryland corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") are incorporated into this registration statement
(the "Registration Statement") by reference:
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1997;
(b) the Company's Current Reports on Form 8-K dated June 25, 1997,
as amended, September 1, 1997, September 25, 1997, October 1,
1997, October 7, 1997 and October 9, 1997; and
(c) the description of the Common Stock contained in the Company's
Form 8-A filed on May 27, 1981, and all amendments and reports
thereafter filed for the purpose of updating such description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
filing date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. The Company will provide, without charge, each participant in each
of the Company's 1995 Stock Option Plan and the Outside Directors Stock Option
Plan (collectively, the "Plans"), on written or oral request of such person, a
copy (without exhibits, unless such exhibits are specifically incorporated by
reference) of any or all of the documents incorporated by reference pursuant to
this Item 3.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 2-418 of the Maryland General Corporation Law (the "MGCL")
provides that a corporation may indemnify any director made a party to any
proceeding against judgments, penalties, fines, settlements and reasonable
expenses, unless it is established that (i) the act or omission of the
director was material to the matter giving rise to the proceeding and was
committed in bad faith or was a result of deliberate dishonesty, (ii) the
director actually received an improper personal benefit or (iii) in a criminal
proceeding, the director had reasonable cause to believe the act or omission
was unlawful. A director may not be indemnified in any proceeding charging
improper personal benefit if the director was adjudged to be liable and, in a
derivative action, there shall not be indemnification if a director has been
adjudged liable to the corporation. A director or officer of a corporation
who has been successful in the defense of any proceeding shall be indemnified
against reasonable costs incurred in such defense. Indemnification may not
be made unless authorized pursuant to a determination that the director
has met the requisite standard of conduct.
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Article Seventh of the Key Charter provides that Key shall indemnify
(i) its directors and officers, whether serving Key or at its request any
other entity, to the full extent required or permitted by the MGCL, including
the advance of expenses under the procedures and to the full extent permitted by
law and (ii) other employees and agents to such extent as shall be authorized by
the Board of Directors or Key's By-Laws and be permitted by law. The foregoing
rights of indemnification shall not be exclusive of any other rights to which
those seeking indemnification may be entitled. The Board of Directors may take
such action as is necessary to carry out these indemnification provisions and is
expressly empowered to adopt, approve and amend from time to time such by-laws,
resolutions or contracts implementing such provisions or such further
indemnification arrangements as may be permitted by the MGCL. Furthermore, no
director or officer of Key shall be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a director
or an officer, except to the extent that exculpation from liability is not
permitted under the MGCL as in effect when such breach occurred. No
amendment of the Key Charter or repeal of any of its provisions shall limit or
eliminate the limitations on liability provided to directors and officers with
respect to acts or omissions occurring prior to such amendment or repeal.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Key Energy Group, Inc. 1995 Stock Option Plan
(incorporated by reference to the Company's
Registration Statement on Form S-4, Registration No.
353-369)
4.2 The Key Energy Group, Inc. Outside Directors Stock
Option Plan (incorporated by reference to the
Company's registration statement on Form S-4,
Registration No. 353- 369)
5.1 Opinion of Porter & Hedges, L.L.P.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Robinson Burdette Martin & Cowan, L.L.P.
23.3 Consent of Porter & Hedges, L.L.P. (included in
Exhibit 5.1)
24.1 Power of Attorney (included on the signature page
hereto)
ITEM 9. UNDERTAKINGS.
A. Undertaking to Update
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act;
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(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change
in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high and of the estimated
maximum offering range may be reflected in the form
of a prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective registration statement.
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration statement or
any material change to such information in this
Registration Statement;
Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) of
this section do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act, that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
B. Undertaking With Respect to Documents Incorporated by
Reference
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Undertaking With Respect to Indemnification
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned directors and
officers of Key Energy Group, Inc., do hereby constitute and appoint Francis D.
John, our true and lawful attorney and agent, to do any and all acts and things
in our name and on our behalf in our capacities as directors and officers, and
to execute any and all instruments for us and in our names in the capacities
indicated below, which said attorney and agent, may deem necessary or advisable
to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Commission, in
connection with the filing of this Registration Statement, including
specifically without limitation, power and authority to sign for any of us, in
our names in the capacities indicated below, any and all amendments hereto; and
we do each hereby ratify and confirm all that the said attorney and agent,
shall do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of East Brunswick, State of New Jersey, on October
20,1997.
KEY ENERGY GROUP, INC.
By: /s/ Francis D. John
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Francis D. John,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 20, 1997.
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SIGNATURE TITLE DATE
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Director, Chairman of the Board,
President and Chief Executive Officer October 20, 1997
(Principal Executive Officer)
/s/ Francis D. John
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Francis D. John
Executive Vice President
and Chief Financial Officer
(Principal Financial and Accounting October 20, 1997
/s/ Stephen E. McGregor Officer)
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Stephen E. McGregor
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Director October 20, 1997
/s/ William S. Manly
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William S. Manly
/s/ Morton Wolkowitz Director October 20, 1997
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Morton Wolkowitz
/s/ David J. Breazzano Director October 20, 1997
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David J. Breazzano
/s/ Kevin P. Collins Director October 20, 1997
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Kevin P. Collins
/s/ W. Phillip Marcum Director October 20, 1997
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W. Phillip Marcum
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INDEX TO EXHIBITS
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Exhibit Description
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4.1 Key Energy Group, Inc. 1995 Stock Option Plan (incorporated by reference to the
Company's Registration Statement on Form S-4, Registration No. 353-369)
4.2 The Key Energy Group, Inc. Outside Directors Stock Option Plan (incorporated by
reference to the Company's registration statement on Form S-4, Registration No. 353-
369)
5.1 Opinion of Porter & Hedges, L.L.P.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Robinson Burdette Martin & Cowan, L.L.P.
23.3 Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page hereto)
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EXHIBIT 5.1
October 17, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Key Energy Group, Inc. - Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Key Energy Group, Inc., a Maryland
corporation (the "Company"), in connection with the registration on Form S-8
under the Securities Act of 1933, as amended, of 1,400,000 shares (the
"Shares") of the Company's common stock, par value $.10 per share (the "Common
Stock"). In such capacity, we have examined the Amended and Restated
Certificate of Incorporation, the bylaws, and corporate proceedings of the
Company, and based on such examination and having regard for applicable legal
principles, it is our opinion the Shares to be offered and sold pursuant to the
Registration Statement will be validly issued, fully-paid and nonassessable
outstanding shares of Common Stock.
We consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Registration
Statement.
Very truly yours,
/s/ Porter & Hedges, L.L.P.
PORTER & HEDGES, L.L.P.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Key Energy Group, Inc.:
We consent to the use of our report incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Midland, Texas
October 17, 1997
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Key Energy Group, Inc. on Form S-8 of our report dated August 8, 1997, on our
audit of the financial statements of Well-Co Oil Service, Inc. as of June 25,
1997 and for the period from July 1, 1996 to June 25, 1997, which report is
included in Key Energy Group, Inc.'s current report on Form 8-K/A (Amendment
No. 2) dated June 25, 1997.
/s/ Robinson Burdette Martin & Cowan, L.L.P.
Robinson Burdette Martin & Cowan, L.L.P.
Lubbock, Texas
October 17, 1997
