AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 14, 2001
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.
KEY ENERGY SERVICES 401(k) SAVINGS & RETIREMENT PLAN
(Exact name of registrant as specified in its charter)
MARYLAND 04-2648081
(STATE OF JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
TWO TOWER CENTER TWENTIETH FLOOR
EAST BRUNSWICK, NEW JERSEY 08816
(732) 247-4822
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF REGISTRANTS
PRINCIPAL EXECUTIVE OFFICES)
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KEY ENERGY SERVICES, INC. 401(k) SAVINGS & RETIREMENT PLAN
(FULL TITLE OF THE PLAN)
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FRANCIS D. JOHN
CHIEF EXECUTIVE OFFICER
KEY ENERGY SERVICES, INC.
TWO TOWER CENTER TWENTIETH 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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COPY TO:
SAMUEL N. ALLEN, ESQ.
PORTER & HEDGES, L.L.P.
700 LOUISIANA STREET, SUITE 3500
HOUSTON, TEXAS 77002
(713) 226-0600
FAX: (713) 226-0229
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PROPOSED
AMOUNT MAXIMUM PROPOSED AMOUNT OF
TITLE OF TO BE OFFERING PRICE MAXIMUM AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED (1) PER UNIT (2) OFFERING PRICE FEE
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Common Stock, par value $0.10 per share (1)(3)...... 400,000 $11.97 $4,788,000 $1,197
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(1) Pursuant to Rule 416(a), this Registration Statement also registers such
indeterminate number of additional shares of Common Stock issuable in
connection with stock splits, share dividends or similar transactions.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee based on the average of the high and low sales
prices for the Common Stock as reported by the New York Stock Exchange
on March 13, 2001.
(3) Pursuant to Rule 416(c), this Registration Statement also registers an
indeterminate amount of plan interests.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
The information specified in Part I of Form S-8 is not filed as a part
of this registration statement. Pursuant to Rule 428(b)(1) of the Securities Act
of 1933, as amended (the "Securities Act"), the documents containing the
information specified in Part I of Form S-8 will be sent or given to employees
who participate in the Key Energy Services, Inc. 401(k) Savings & Retirement
Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Key Energy Services, Inc., a Maryland
corporation (the "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), (Exchange Act File No. 1-8038) are incorporated by reference
herein:
(1) Annual Report on Form 10-K for the fiscal year ended June 30,
2000;
(2) Amendment to the Annual Report on Form 10-K/A for the fiscal
year ended June 30, 2000;
(3) Quarterly Report on Form 10-Q for the quarter ended September
30, 2000;
(4) Quarterly Report on Form 10-Q for the quarter ended December
31, 2000; and
(5) the description of the Company's common stock, par value $0.10
per share, contained in the registration statement on Form 8-A
dated March 27, 1998, including any amendments or reports that
have been filed to update the description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the
filing date of this registration statement and prior to the filing of a
post-effective amendment to this registration statement which indicates that
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all securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
The Company will provide, without charge, to each participant of the
Key Energy Services 401(k) Savings & Retirement Plan, on written or oral request
of such person, a copy (without exhibits, unless such exhibits are specifically
incorporated by reference) of any or all of the documents incorporated by
reference pursuant to this Item 3. All such requests should be directed to:
Key Energy Services, Inc.
Two Tower Center, 20th Floor
East Brunswick, New Jersey 08816
Attention: General Counsel
Telephone number (732) 247-4822.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. 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,
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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 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 7. EXEMPTION FROM REGISTRATION
Not Applicable.
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ITEM 8. EXHIBITS
4.1* Summary Plan Description for the Key Energy Services 401(k) Savings &
Retirement Plan
23.1* Consent of KPMG LLP
24.1* Power of Attorney (included on the signature page hereto).
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* Filed herewith.
ITEM 9. UNDERTAKINGS
(a) 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;
(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;
and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein,
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and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(d) In lieu of an Internal Revenue Service ("IRS") determination
letter that the Plan is qualified under Section 401 of the Internal Revenue
Code, the undersigned registrant undertakes that (i) it will submit or has
submitted the Plan and any amendment thereto to the IRS in a timely manner, and
(ii) it will make all changes required by the IRS in order to maintain the
tax-qualified status of the Plan.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements of filing on Form S-8 and has duly authorized
this Registration Statement to be signed on its behalf by the undersigned, in
the City of East Brunswick, State of New Jersey on March 13, 2001.
KEY ENERGY SERVICES, INC.
By: /s/ FRANCIS D. JOHN
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Name: Francis D. John
Title: Chairman of the Board, President and Chief
Executive Officer
We, the undersigned directors and officers of Key Energy Services,
Inc., constitute and appoint Francis D. John and Thomas K. Grundman, or either
of them, our true and lawful attorneys and agents, 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 attorneys and agents, or either of them,
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 Securities and Exchange 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 attorneys and agents, or either of them, shall do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
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/s/ FRANCIS D. JOHN
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Francis D. John Chairman of the Board, March 13, 2001
Chief Executive Officer
and President
/s/ THOMAS K. GRUNDMAN
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Thomas K. Grundman Executive Vice President, March 13, 2001
Chief Financial Officer
(Principal Accounting
and Financial Officer)
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SIGNATURE TITLE DATE
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/s/ WILLIAM D. MANLY
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William D. Manly Director March 13, 2001
/s/ MORTON WOLKOWITZ
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Morton Wolkowitz Director March 13, 2001
/s/ DAVID J. BREAZZANO
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David J. Breazzano Director March 13, 2001
/s/ KEVIN P. COLLINS
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Kevin P. Collins Director February 26, 2001
/s/ W. PHILLIP MARCUM
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W. Phillip Marcum Director March 13, 2001
/s/ WILLIAM D. FERTIG
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William D. Fertig Director February 28, 2001
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THE PLAN
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Plan has duly caused this registration statement or amendment thereto to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of East Brunswick, State of New Jersey, on March 13, 2001.
KEY ENERGY SERVICES 401(k) SAVINGS &
RETIREMENT PLAN
By: /s/ JACK D. LOFTIS
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Name: Jack D. Loftis
Title: Senior Vice President and
General Counsel
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EXHIBIT INDEX
4.1* Summary Plan Description for the Key Energy Services 401(k) Savings &
Retirement Plan
23.1* Consent of KPMG LLP
24.1* Power of Attorney (included on the signature page hereto)
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* Filed herewith.
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