SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
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KEY ENERGY SERVICES, INC.
(formerly Key Energy Group, Inc.)
(Exact name of registrant as specified in its charter)
Maryland 04-2648081
(STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.)
TWO TOWER CENTER, TWENTIETH FLOOR
EAST BRUNSWICK, NEW JERSEY 08816
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which
Title of Each Class to be Registered Class is to be Registered
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COMMON STOCK NEW YORK STOCK EXCHANGE
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(TITLE OF CLASS)
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This Amendment No. 1 amends the Form 8-A filed on March 27, 1998
(the "Form 8-A") by Key Energy Services, Inc., formerly Key Energy Group,
Inc. (the "Company"). This amendment is being filed to clarify the
authority of the Board of Directors of the Company under the Company's
Amended and Restated Articles of Incorporation, as amended, to classify and
reclassify the Company's authorized and unissued capital stock and to amend
Item 2 by adding exhibits to the Form 8-A.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES
TO BE REGISTERED
Item 1 of the Form 8-A is hereby amended and restated in its
entirety as follows:
COMMON STOCK
The Company is authorized to issue up to 100,000,000 shares of capital
stock. All such shares are initially classified as common stock, $.10 par value
per share ("Common Stock"). Each share is entitled to one vote in the election
of directors and other corporate matters. The holders of Common Stock do not
have cumulative voting rights, which means that the holders of a majority of the
votes entitled to be cast by holders of the outstanding Common Stock are able to
elect all of the Company's directors. The Common Stock has no redemption
provisions and the holders thereof have no preemptive rights. The holders of
Common Stock are entitled to receive dividends in such amounts as may be
declared by the Board of Directors, as permitted by applicable law, and upon
liquidation, dissolution, or winding up of the Company subject to the rights of
any preferred stock then outstanding, the holders of Common Stock are entitled
to share ratably in the Company's assets, according to the number of shares they
hold. The transfer agent and registrar for the Common Stock is American Stock
Transfer & Trust Company, New York, New York.
The Board of Directors has the power under the Company's Amended
and Restated Articles of Incorporation, as amended, without the need of any
stockholder action, to classify and reclassify any 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, except that the Company's Amended and
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Restated Articles of Incorporation, as amended, provide that no such
classification or reclassification shall create a class of stock which (i)
may have more than one vote per share, (ii) may be issued in connection
with any shareholder rights plan, "poison pill" or other anti-takeover
measure, or (iii) may be issued for less than fair consideration, as
determined in good faith by the Board of Directors.
ITEM 2. EXHIBITS
Item 2 of the Form 8-A is hereby amended by adding the following
exhibits thereto:
Exhibit 6. Articles of Amendment to the Amended and Restated
Articles of Incorporation of the Company
(incorporated by reference to Exhibit A to the
Definitive Proxy Statement on Schedule 14A, filed
November 28, 1997 (File No. 001-8038)).
Exhibit 7. Articles of Amendment to the Amended and Restated
Articles of Incorporation of the Company
(incorporated by reference to Exhibit A to the
Definitive Proxy Statement on Schedule 14A, filed
November 17, 1998 (File No. 001-8038)).
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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, thereunto duly authorized.
Date: April 26, 1999
KEY ENERGY SERVICES, INC.
By: /s/ Francis D. John
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Francis D. John
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit 6. Articles of Amendment to the Amended and Restated Articles of
Incorporation of the Company (incorporated by reference to
Exhibit A to the Definitive Proxy Statement on Schedule 14A,
filed November 28, 1997 (File No. 001-8038)).
Exhibit 7. Articles of Amendment to the Amended and Restated Articles
of Incorporation of the Company (incorporated by reference
to Exhibit A to the Definitive Proxy Statement on Schedule
14A, filed November 17, 1998 (File No. 001-8038)).
