<PAGE>
As filed with the Securities and Exchange Commission on April 14, 2000
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 SERVICES, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 04-2648081
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
TWO TOWER CENTER, TWENTIETH 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)
KEY ENERGY GROUP, INC.
1997 INCENTIVE PLAN
(Full Title of Plans)
FRANCIS D. JOHN
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
KEY ENERGY SERVICES, INC.
TWO TOWER CENTER, TWENTIETH 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:
JACK D. LOFTIS, JR. SAMUEL N. ALLEN
GENERAL COUNSEL PORTER & HEDGES, L.L.P.
KEY ENERGY SERVICES, INC. 700 LOUISIANA, SUITE 3500
TWO TOWER CENTER, 20TH FLOOR HOUSTON, TEXAS 77002
EAST BRUNSWICK, NEW JERSEY 08816 (713) 226-0600
(732) 247-4822
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================== ==================== ======================= ======================= ===============
Title of Amount to Proposed Maximum Proposed Amount of
Securities to be Registered be Registered(1) Offering Maximum Aggregate Registration
Price Per Share(2) Offering Price(2) Fee
- ------------------------------- -------------------- ----------------------- ----------------------- ---------------
<S> <C> <C> <C> <C>
Common Stock, par value 5,498,469 $10.09375 $55,500,171 $11,200
$.10 per share
=============================== ==================== ======================= ======================= ===============
</TABLE>
(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 Services, Inc. 1997
Incentive Plan (the "Plan").
(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 New York Stock Exchange, Inc. on April 12, 2000
and with respect to the maximum number of the registrant's securities
issuable under the Plan.
<PAGE>
EXPLANATORY NOTE
This registration statement is being filed to register 5,498,469
additional shares of Key Energy's common stock, par value $0.10 per share, to
be issued under the Key Energy Group, Inc. 1997 Incentive Plan (the "Plan").
The 3,000,000 shares of Key Energy common stock currently issued or to be
issued under the Plan were registered pursuant to a currently effective
registration statement on Form S-8, Registration No. 333-46733 (the
"Registration Statement"). The contents of the Registration Statement are
incorporated by reference herein.
Item 8. EXHIBITS
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<CAPTION>
EXHIBIT DESCRIPTION
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<S> <C>
4.1 Key Energy Services, Inc. 1997 Incentive Plan (incorporated by
reference to Exhibit B to Key Energy's Proxy Statement on
Schedule 14A as filed with the Securities and Exchange
Commission on November 28, 1997)
4.2* Amendment to the Key Energy Services, Inc. 1997 Incentive Plan
5.1* Opinion of Porter & Hedges, L.L.P.
23.1* Consent of KPMG LLP
23.2* Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1)
24.1* Power of Attorney (included on the signature page hereto)
</TABLE>
*Filed herewith.
<PAGE>
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 April 14,2000.
KEY ENERGY SERVICES, INC.
By: /s/ Francis D. John
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Francis D. John
CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned directors
and officers of Key Energy Services, 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.
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 April 14, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Chairman of the Board, President and
/s/ Francis D. John Chief Executive Officer April 14, 2000
- --------------------------------------------------
Francis D. John
Executive Vice President
/s/ Thomas K. Grundman and Chief Financial Officer April 14, 2000
- --------------------------------------------------
Thomas K. Grundman
Director
/s/ William D. Manly April 14, 2000
- --------------------------------------------------
William D. Manly
/s/ Morton Wolkowitz Director April 14, 2000
- --------------------------------------------------
Morton Wolkowitz
/s/ David J. Breazzano Director April 14, 2000
- --------------------------------------------------
David J. Breazzano
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Kevin P. Collins Director April 14, 2000
- --------------------------------------------------
Kevin P. Collins
/s/ W. Phillip Marcum Director April 14, 2000
- --------------------------------------------------
W. Phillip Marcum
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C>
4.1 Key Energy Group, Inc. 1997 Incentive Plan (incorporated by
reference to Exhibit B to Key Energy's Proxy Statement on
Schedule 14A as filed with the Securities and Exchange
Commission on November 28, 1997)
4.2* Amendment to the Key Energy Group, Inc. 1997 Incentive Plan
5.1* Opinion of Porter & Hedges, L.L.P.
23.1* Consent of KPMG LLP
23.2* Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1)
24.1* Power of Attorney (included on the signature page hereto)
</TABLE>
*Filed herewith.
<PAGE>
EXHIBIT 4.2
6.2 TRANSFERABILITY
(a) Non-Transferable Awards and Options. No Incentive Award and no
right under the Plan, contingent or otherwise, will be (i) assignable,
saleable, or otherwise transferable by a Grantee except by will or by the
laws of descent and distribution (except that an Incentive Agreement may
provide that a Nonstatutory Stock Option may be transferable to a charitable
trust or other charitable organization or to an educational institution) (ii)
subject to any encumbrance, pledge, lien, assignment or charge of any nature;
provided, further that, pursuant to the consent or authorization of the
Committee acting in its sole discretion, a Nonstatutory Stock Option under
the Plan may be assignable or otherwise transferable by a Grantee solely to
his or her spouse pursuant to a marital settlement or similar agreement or a
decree of absolute divorce.
No transfer by will or by the laws of descent and distribution or
other transfer permitted under this Section 6.2(a) shall be effective to bind
the Company unless the Committee has been furnished with a copy of the
deceased Grantee's enforceable will, marital settlement or similar agreement,
decree of absolute divorce or such other evidence as the Committee deems
necessary to establish the validity of the transfer. Any attempted transfer
in violation of this Section 6.2(a) shall be void and ineffective.
(b) Ability to Exercise Rights. Subject to a beneficiary designation
pursuant to Section 7.5, only the Grantee (or his legal guardian in the event
of Grantee's Disability), or in the event of his death, his estate, or in the
event of another transfer of the type permitted under Section 6.2(a), his
transferee, may exercise Stock Options, receive cash payments and deliveries
of Shares, and otherwise assume the rights of the Grantee.
(c) Restrictions on Exercise of Options. The Committee may further
restrict the exercise of any Incentive Stock Option or Nonstatutory Stock
Option by prohibiting such exercise at any time during which and for such
period of time as any Grantee (or any transferee thereof permitted hereunder)
is engaged in any activity determined by the Committee, after full
consideration of the facts presented on behalf of the Company and the Grantee
(or any transferee thereof permitted hereunder), to be detrimental to the
best interests of the Company and its shareholders. The Committee shall
notify the Grantee (or any transferee thereof permitted hereunder) in writing
of any such determination and of the scope and duration of any such
restriction. If the Committee notifies a Grantee (or any transferee thereof
permitted hereunder) in writing that such Grantee (or any transferee thereof
permitted hereunder) is engaged in a detrimental activity and such Grantee
(or any transferee thereof permitted hereunder) has exercised or attempts to
exercise an Incentive Stock Option or a Nonstatutory Stock Option after such
notification but prior to a decision of the Committee based on the full
consideration of all the facts presented on behalf of the Company and the
Grantee (or any transferee thereof permitted hereunder), the Company shall
not be required to recognize such exercise until the Committee has made its
decision and, in the event any exercise shall have taken place, it shall be
of no force and effect (and void ab initio) if the Committee makes an adverse
determination; provided, however, that if the Committee finds in favor of the
Grantee (or any transferee thereof permitted hereunder), then the Grantee (or
any transferee thereof permitted hereunder) will be deemed to have exercised
such Incentive Stock Option or Nonstatutory Stock Option as of the date he or
she originally gave written notice of his or her attempt to exercise or
actual exercise, as the case may be. The decision of the Committee as to the
detrimental nature of the Grantee's (or any transferee's thereof permitted
hereunder) activities shall be final, binding and conclusive.
<PAGE>
EXHIBIT 5.1
PORTER & HEDGES, L.L.P.
ATTORNEYS AT LAW
700 LOUISIANA, 35th FLOOR
HOUSTON, TEXAS 77002
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TELECOPIER (713) 228-1331
TELEPHONE (713) 226-0600
April 12, 2000
Key Energy Services, Inc.
Two Tower Center, 20th Floor
East Brunswick, New Jersey 08816
Re: KEY ENERGY SERVICES, INC. REGISTRATION STATEMENT ON FORM S-8:
KEY ENERGY GROUP, INC. 1997 INCENTIVE PLAN (AS AMENDED JULY
24, 1999)
Gentlemen:
We have acted as counsel to Key Energy Service, Inc., a Maryland
corporation (the "COMPANY"), in connection with the preparation of a
Registration Statement on Form S-8 (the "REGISTRATION STATEMENT") for filing
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended. The Registration Statement relates, among other things, to an
aggregate of 5,498,469 shares (the "SHARES") of the Company's common stock,
par value $.10 per share (the "COMMON STOCK"), issuable pursuant to the Key
Energy Group, Inc. 1997 Incentive Plan (as amended July 24, 1999) (the
"INCENTIVE PLAN").
We have examined the Incentive Plan, as amended, and such corporate
records, documents, instruments and certificates of the Company, and have
reviewed such questions of law as we have deemed necessary, relevant or
appropriate to enable us to render the opinion expressed herein. In such
examination, we have assumed without independent investigation the
authenticity of all documents submitted to us as originals, the genuineness
of all signatures, the legal capacity of all natural persons, and the
conformity of any documents submitted to us as copies to their respective
originals. As to certain questions of fact material to this opinion, we have
relied without independent investigation upon statements or certificates of
public officials and officers of the Company.
Based upon such examination and review, we are of the opinion that
the Shares will, upon issuance in accordance with the Incentive Plan, be
validly issued, fully paid and non-assessable outstanding shares of Common
Stock.
This Firm consents to the filing of this opinion as an exhibit to
the Registration Statement.
This opinion is conditioned upon the Registration Statement being
declared effective and upon compliance by the Company with all applicable
provisions of the Securities Act of 1933, as amended, and such state
securities rules, regulations and laws as may be applicable.
Very truly yours,
PORTER & HEDGES, L.L.P.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Key Energy Services, Inc.
We consent to the use of our report incorporated herein by reference.
KPMG LLP
Midland, Texas
April 11, 2000
