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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported): February 2, 1998
KEY ENERGY GROUP, INC.
(Exact name of registrant as specified in its charter)
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<CAPTION>
<S> <C> <C>
Maryland 1-8038 04-2648081
(State of Incorporation) (Commission File Number) (IRS Employer Identification No.)
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Two Tower Center, Tenth Floor
East Brunswick, New Jersey 08816
(Address of Principal Executive Offices)
732/247-4822
(Registrant's telephone number, including area code)
(Not Applicable)
(Former name or former address, if changed since last report)
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ITEM 5. OTHER
Effective January 16, 1998, Key Energy Group, Inc. (the "Company")
amended its Amended and Restated Articles of Incorporation. The amendment,
which effected an increase in the Company's authorized capital stock from
25,000,000, par value $.10 per share, to 100,000,000 shares, was approved by
the Company's Board of Directors on November 17, 1997 and ratified by its
stockholders at its annual meeting on January13, 1998. Also approved by the
stockholders at the Company's annual meeting was a proposal to adopt the
Company's 1997 Incentive Plan. The 1997 Incentive Plan is an amendment and
restatement of the Company's former employee and outside director stock option
plans.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
3.1 The Company's Articles of Amendment to its Amended
and Restated Articles of Incorporation.
10.1 The Company's 1997 Incentive Plan (incorporated by
reference to Exhibit B to the Company's
Proxy Statement on Schedule 14A as filed with the
Securities and Exchange Commission on
November 28, 1997.)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: February 2, 1998 KEY ENERGY GROUP,
INC.
By: /s/ Francis D. John
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Francis D. John, President
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Index to Exhibits
Exhibits. Description
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3.1 The Company's Articles of Amendment to its Amended
and Restated Articles of Incorporation.
10.1 The Company's 1997 Incentive Plan (incorporated by
reference to Exhibit B to the Company's
Proxy Statement on Schedule 14A as filed with the
Securities and Exchange Commission on
November 28, 1997.)
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EXHIBIT 3.1
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
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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 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
