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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
KEY ENERGY GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
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STATE OF MARYLAND 04-2645081
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification No.)
Organization)
TWO TOWER CENTER 08816
EAST BRUNSWICK, NEW JERSEY (Zip Code)
(Address and Principal Executive Offices)
If this Form relates to the registration of If this Form relates to the registration of
a class of debt securities and is effective a class of debt securities and is to become
upon filing pursuant to General Instruction effective simultaneously with the
A.(c)(1), please check the following box. effectiveness of a concurrent registration
[ ] statement under the Securities Act of 1933
pursuant to General Instruction A.(c)(2),
please check the following box. [x]
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
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Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
5% Convertible Subordinated Notes due 2004
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(Title of Class)
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the 5% Convertible Subordinated Notes due 2004 (the
"Notes"), of Key Energy Group, Inc. (the "Company") to be registered hereunder
is set forth under the caption "Description of Notes" in the Prospectus
included within the Registration Statement of the Company on Form S-3
(Registration No. 333-44677) which description is incorporated herein by
reference.
ITEM 2. EXHIBITS.
The following is a list of all the exhibits required to be filed as
part of this registration statement:
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Exhibit No. Exhibit
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3.1(a) The Company's Amended and Restated Articles of Incorporation (incorporated by reference to
Exhibit 3.1 of the Company's registration statement on Form S-4 (Registration No. 333-369)).
3.1(b) Articles of Amendment to the Company's Amended and Restated Articles of Incorporation.
3.2 The Company's Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the
Company's registration statement on Form S-4 (Registration No. 333-369)).
4.2 Indenture dated as of September 25, 1997, among Key Energy Group, Inc., and American Stock
Transfer & Trust Company, as Trustee, relating to the Company's $216,000,000 5% Convertible
Subordinated Notes due 2004 (incorporated by reference to Exhibit 4.2 of the Company's
Registration Statement on Form S-3 (Reg. No. 333-43115)).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
KEY ENERGY GROUP, INC.
Date: January 22, 1998 By: /s/ Francis D. John
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Francis D. John
President and Chief
Executive Officer
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EXHIBIT INDEX
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Exhibit No. Exhibit
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3.1(a) The Company's Amended and Restated Articles of Incorporation (incorporated by reference to
Exhibit 3.1 of the Company's registration statement on Form S-4 (Registration No. 333-369)).
3.1(b) Articles of Amendment to the Company's Amended and Restated Articles of Incorporation.
3.2 The Company's Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the
Company's registration statement on Form S-4 (Registration No. 333-369)).
4.2 Indenture dated as of September 25, 1997, among Key Energy Group, Inc., and American Stock
Transfer & Trust Company, as Trustee, relating to the Company's $216,000,000 5% Convertible
Subordinated Notes due 2004 (incorporated by reference to Exhibit 4.2 of the Company's
Registration Statement on Form S-3 (Reg. No. 333-43115)).
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EXHIBIT 3.1(B)
ARTICLES OF AMENDMENT
TO
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
KEY ENERGY GROUP, INC.
Key Energy Group, Inc., a Maryland Corporation (the "Corporation"),
certifies to the Maryland Department of Assessments and Taxation as follows:
(1) The Corporation desires to amend its Amended
and Restated Articles of Incorporation as are currently in effect (the
"Articles of Incorporation") in accordance with Section 2-601 and
2-602 of the Maryland General Corporation Law.
(2) These Articles of Amendment amend Paragraph
(a) of Article FIFTH of the Articles of Incorporation of the
Corporation.
(3) The Board of Directors of the Corporation, by
unanimous written consent effective as of November 17, 1997, adopted a
resolution that these Articles of Amendment shall be submitted for
shareholder approval as being advisable and in the best interests of
the Corporation.
(4) These Articles of Amendment were duly adopted
by the stockholders of the Corporation in accordance with Section
2-604 of the Maryland General Corporation Law at the Corporation's
Annual Meeting held on January 13, 1998.
Paragraph (a) of Article FIFTH of the Articles of Incorporation is
amended to read in its entirety as follows:
"FIFTH: (a) The total number of shares of stock of all classes which
the Corporation has authority to issue is One Hundred Million (100,000,000)
shares of capital stock amounting in aggregate par value to $10,000,000. All
of such shares are initially classified as "Common Stock" (par value $.10 per
share). The Board of Directors may classify and reclassify and unissued shares
of capital stock by setting or changing in any one or more respects the
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications or terms or conditions of
redemption of such shares of stock, provided, however, that, notwithstanding
anything to the contrary in these Articles, no such classification or
reclassification shall create a class of stock which shall (i) have more than
one vote per share, (ii) be issued in connection with any so-called
"shareholder rights plan," "poison pill" or other anti-takeover measure, or
(iii) be issued for consideration which is less than fair consideration as
determined in good faith by the Corporation's Board of Directors."
Immediately before the effectiveness of the Articles of Amendment, the
Corporation has authority to issue 25,000,000 shares of Common Stock, par value
$.10 per share, with an aggregate
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par value of $2,500,000.
Upon effectiveness of these Articles of Amendment, the Corporation
will have authority to issue 100,000,000 shares of capital stock, all of which
will be initially classified as Common Stock, par value $.10 per share, with an
aggregate par value of $10,000,000.
IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be signed in its name and on its behalf by its President and
witnessed by its Secretary on January 14, 1998.
/s/ Jack D. Loftis, Jr. /s/ Francis D. John
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Jack D. Loftis, Jr., Secretary Francis D. John, President
THE UNDERSIGNED, President of Key Energy Group, Inc., who executed on
behalf of the Corporation these Articles of Amendment, hereby acknowledges in
the name and on behalf of the Corporation that the foregoing Articles of
Amendment are to be the corporate act of the Corporation and hereby certifies
that the matters and facts set forth herein with respect to authorization and
approval thereof are true in all material respects under the penalties of
perjury.
/s/ Francis D. John
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Francis D. John, President
