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As filed with the Securities and Exchange Commission on June 18, 1999.
REGISTRATION NO. 333-79851
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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KEY ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 04-2648081
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
TWO TOWER CENTER, 20TH FLOOR
EAST BRUNSWICK, NEW JERSEY 08816
(732) 247-4822
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
FRANCIS D. JOHN
TWO TOWER CENTER, 20TH FLOOR
EAST BRUNSWICK, NEW JERSEY 08816
(732) 247-4822
(Name, address and telephone number, including area code, of agent for service)
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WITH COPIES TO
JACK D. LOFTIS, JR. SAMUEL N. ALLEN
KEY ENERGY SERVICES, INC. PORTER & HEDGES, L.L.P.
TWO TOWER CENTER, 20TH FLOOR 700 LOUISIANA, 35TH FLOOR
EAST BRUNSWICK, NEW JERSEY 08816 HOUSTON, TEXAS 77002
(732) 247-4822 (713) 226-0600
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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EXPLANATORY NOTE
This Amendment No. 1 to the registration statement on Form S-3, file no.
333-79851, of Key Energy Services, Inc. is filed solely to file copies of the
exhibits listed in Item 16.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Set forth below is an estimate of the amount of fees and expenses to be
incurred in connection with the issuance and distribution of the securities
registered hereby, other than underwriting discounts and commissions.
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<S> <C>
Registration Fee Under Securities Act................. $ 3,215
Legal Fees............................................ 12,500
Accounting Fees....................................... 5,000
Printing and Engraving................................ 5,000
Miscellaneous Fees.................................... 4,285
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Total.......................................... $30,000
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ITEM 15. 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
- 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;
- the director actually received an improper personal benefit; or
- 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 on the basis that
personal benefit was improperly received 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 for
a specific proceeding after determination by the board of directors, special
legal counsel or the stockholders that indemnification is permissible because
the director has met the requisite standard of conduct.
Article Seventh of the Company's Amended and Restated Articles of
Incorporation, as amended (the "Charter"), provides that the Company shall
indemnify:
- its directors and officers, whether serving the Company or at its
request any other entity, to the full extent required or permitted by
Maryland law, including the advance of expenses under the procedures
and to the full extent permitted by law; and
- other employees and agents to such extent as shall be authorized by
the Board of Directors or the Company's Bylaws and be permitted by
law.
The foregoing rights of indemnification are 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
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expressly empowered to adopt, approve and amend from time to time such Bylaws,
resolutions or contracts implementing such provisions or such further
indemnification arrangements as may be permitted by Maryland law. Furthermore,
no director or officer of the Company shall be personally liable to the
Company 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 Maryland law as in effect when such breach
occurred. No amendment of the 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 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
EXHIBIT NO. DESCRIPTION
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4.1 -- Warrant Agreement, dated as January 22, 1999
between the Registrant and the Bank of New York,
a New York banking corporation as Warrant Agent
(incorporated by reference to Exhibit 99(c) to
the Registrant's Current Report on Form 8-K,
dated February 3, 1999.
4.2 -- Form of Warrant (attached as Exhibit A to the
Warrant Agreement filed as Exhibit 4.1 to this
R e gistration Statement, and incorporated by
reference to Exhibit 99(c) to the Registrant's
Current Report on Form 8-K, dated February 3,
1999).
*5.1 -- Opinion of Porter & Hedges, L.L.P.
*23.1 -- Consent of Porter & Hedges, L.L.P. (included in
Exhibit 5.1)
+23.2 -- Consent of KPMG LLP
+23.3 -- Consent of KPMG LLP
+24.1 -- Power of Attorney (included on signature page)
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* Filed herewith
+ Previously filed
(b) Financial Statement Schedules
Schedules are omitted since the information required to be submitted has
been included in the Consolidated Financial Statements of Key Energy Services,
Inc., or the notes thereto, or the required information is not applicable.
ITEM 17. UNDERTAKINGS.
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 of 1933;
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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;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement; provided, however, that subparagraphs
(i) and (ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in the periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities and
Exchange Act of 1934 that are incorporated by reference in
this registration statement.
(2) That for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered
herein, 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.
(4) The undersigned Registrant hereby undertakes as follows: that prior
to any public offering of the securities registered hereunder through
use of a prospectus which is a part of this registration statement, by
any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be
deemed underwriters, in addition to the information called for by the
other items of the applicable form.
(5) The registrant undertakes that every prospectus: (I) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports
to meet the requirements of Section 10(a)(3) of the Act and is used in
connection with an offering of securities subject to Rule 415, will be
filed as a part of an amendment to the registration statement and will
not be used until such amendment is effective, and that, for purposes
of determining any liability under the Securities Act of 1933, 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.
The undersigned Registrant hereby further undertakes that, for the purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Key Energy Services, Inc. certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this Amendment No. 1 to the 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 June 18, 1999.
KEY ENERGY SERVICES, 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, as amended,
this Amendment No. 1 to the Registration Statement on Form S-3 has been
signed below by the following persons in the capacities and on the dates
indicated.
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Signatures Title Date
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/s/ Francis D. John President, Chief Executive Officer, June 18, 1999
- ------------------------------ and Director (Principal Executive Officer)
Francis D. John
* Director June 18, 1999
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William S. Manly
* Director June 18, 1999
- ------------------------------
Morton Wolkowitz
* Director June 18, 1999
- ------------------------------
David J. Breazzano
* Director June 18, 1999
- ------------------------------
Kevin P. Collins
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* Director June 18, 1999
- ------------------------------
Phillip W. Marcum
Executive Vice President,
* Chief Financial Officer and
- ------------------------------ Treasurer (Principal Financial Officer) June 18, 1999
Stephen E. McGregor
* Vice President of Financial June 18, 1999
- ------------------------------ Operations (Principal Accounting Officer)
Danny R. Evatt
*By: /s/ Jack D. Loftis, Jr.
--------------------------
Jack D. Loftis, Jr.
Attorney-in-fact
</TABLE>
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EXHIBITS
EXHIBIT NO. DESCRIPTION
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4.1 -- Warrant Agreement dated as January 22, 1999
between the Registrant and the Bank of New York,
a New York banking corporation as Warrant Agent
(incorporated by reference to Exhibit 99(c) to
the Registrant's Current Report on Form 8-K,
dated February 3, 1999.
4.2 -- Form of Warrant (attached as Exhibit A to the
Warrant Agreement filed as Exhibit 4.1 to this
Registration Statement, and incorporated by
reference to Exhibit 99(c) to the Registrant's
Current Report on Form 8-K, dated February 3,
1999).
*5.1 -- Opinion of Porter & Hedges, L.L.P.
*23.1 -- Consent of Porter & Hedges, L.L.P. (included in
Exhibit 5.1)
+23.2 -- Consent of KPMG LLP
+23.3 -- Consent of KPMG LLP
+24.1 -- Power of Attorney (included on signature page)
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* Filed herewith.
+ Previously filed
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[LETTERHEAD]
EXHIBIT 5.1
June 17, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Key Energy Services, Inc.
Registration Statement on Form S-3
Gentlemen:
We have acted as counsel to Key Energy Services, Inc., a Maryland
corporation (the "Company"), in connection with the registration statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act") relating to:
(i) the resale of 150,000 warrants (the "Warrants") that the Company
originally issued to purchasers of its 14% Senior Subordinated
Notes due 2009 in an offering under Rule 144A under the
Securities Act;
(ii) the issuance of the common stock, par value $.10 per share, of
the Company (the "Common Stock") issuable upon exercise of the
Warrants; and
(iii) if required under applicable law, the resale of the Common Stock
issuable upon exercise of the Warrants.
In such capacity, we have examined the certificate of incorporation,
bylaws and corporate proceedings of the Company, and based upon such examination
and having regard for applicable legal principles, it is our opinion that:
(i) the Warrants are legal binding obligations of the Company; and
(ii) the Common Stock issuable upon exercise of the Warrants, when
exercised pursuant to the terms and conditions set forth in the
Warrants, will be validly issued, fully paid and nonassessable
outstanding shares of the Company's Common Stock.
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We consent to the use of this opinion as an Exhibit to the Registration
Statement and to the reference to our firm under the heading "Legal Matters" in
the Prospectus included as part of the Registration Statement.
Very truly yours,
/s/ PORTER & HEDGES, L.L.P.
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PORTER & HEDGES, L.L.P.
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