As filed with the Securities and Exchange Commission on April 4, 2008
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Key Energy Services, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland |
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04-2648081 |
(State or Other Jurisdiction of |
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(I.R.S. Employer Identification |
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1301 McKinney Street, Suite 1800, Houston, Texas |
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77010 |
(Address of Principal Executive Offices) |
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(Zip Code) |
2007 Cash and Equity Incentive Plan
(Full Title of the Plan)
Newton W. Wilson
General Counsel
Key Energy Services, Inc.
1301 McKinney Street, Suite 1800
Houston, TX 77010
(Name and Address of Agent
For Service)
713-651-4300
(Telephone Number, Including Area Code, of Agent For Service)
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x |
Accelerated filer o |
Non-accelerated filer o |
Smaller reporting company o |
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(Do not check if a smaller |
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CALCULATION OF REGISTRATION FEE
Title of Securities |
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Amount to be |
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Proposed Maximum |
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Proposed Maximum |
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Amount of |
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Common Stock, $0.10 par value per share |
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4,000,000 shares |
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13.56 (2 |
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54,240,000 (2 |
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2,132 |
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(1) In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2) The price per share and aggregate offering price are calculated on the basis of (a) the exercise price of the 15,000 shares subject to outstanding stock option grants under the Key Energy Services, Inc. 2007 Cash and Equity Incentive Plan (the 2007 Plan), at $12.45, (b) the exercise price of the 5,000 shares subject to outstanding stock option grants under the 2007 Plan at $12.59, and (c) $13.57, the average of the high and low sale prices of the Registrants Common Stock on New York Stock Exchange on April 2, 2008, for 3,985,000 shares issued or issuable under the 2007 Cash Plan which are not subject to outstanding options.
The information required by Item 1 is included in documents sent or given to participants in the plan covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the Securities Act).
The written statement required by Item 2 is included in documents sent or given to participants in the plan covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act.
The registrant is subject to the informational and reporting requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the Commission). The following documents, which are on file with the Commission, are incorporated in this registration statement by reference:
All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby 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 part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Not applicable.
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Wilmer Cutler Pickering Hale and Dorr LLP has opined as to the legality of the securities being offered by this registration statement.
Section 2-418 of the Maryland General Corporation Law 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 (i) 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, (ii) the director actually received an improper personal benefit or (iii) 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 Companys Articles of Restatement (the Charter), provides that the Company shall indemnify (i) its directors and officers, whether serving the Company or at its request any other entity, to the full extent required or permitted by the Maryland law, including the advance of expenses under the procedures and to the full extent permitted by law and (ii) other employees and agents to such extent as shall be authorized by the Board of Directors or the Companys Bylaws and be permitted by law. The foregoing rights of indemnification are not 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 By-laws, resolutions or contracts implementing such provisions or such further indemnification arrangements as may be permitted by the 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 the 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.
Not applicable.
The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.
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provided, however, that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
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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 Houston, Texas, on this 4th day of April, 2008.
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Key Energy Services, Inc. |
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By: |
/s/ RICHARD J. ALARIO |
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Richard J. Alario |
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President and Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Key Energy Services, Inc., hereby severally constitute and appoint Richard J. Alario and William M. Austin, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Key Energy Services, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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/s/ RICHARD J. ALARIO |
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Chairman of the Board of Directors, |
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April 4, 2008 |
Richard J. Alario |
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President and Chief
Executive |
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/s/ WILLIAM M. AUSTIN |
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Senior Vice President and Chief |
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April 4, 2008 |
William M. Austin |
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Financial Officer
(Principal |
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/s/ J. MARSHALL DODSON |
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Vice President and Chief |
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April 4, 2008 |
J. Marshall Dodson |
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Accounting Officer
(Principal |
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/s/ DAVID J. BREAZZANO |
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Director |
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March 31, 2008 |
David J. Breazzano |
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/s/ LYNN R. COLEMAN |
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Director |
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March 31, 2008 |
Lynn R. Coleman |
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/s/ KEVIN P. COLLINS |
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Director |
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March 31, 2008 |
Kevin P. Collins |
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/s/ WILLIAM D. FERTIG |
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Director |
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March 31, 2008 |
William D. Fertig |
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/s/ W. PHILLIP MARCUM |
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Director |
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March 31, 2008 |
W. Phillip Marcum |
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/s/ RALPH S. MICHAEL, III |
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Director |
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March 31, 2008 |
Ralph S. Michael, III |
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/s/ WILLIAM F. OWENS |
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Director |
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March 31, 2008 |
William F. Owens |
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/s/ ROBERT K. REEVES |
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Director |
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March 31, 2008 |
Robert K. Reeves |
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/s/ ARLENE M. YOCUM |
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Director |
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March 31, 2008 |
Arlene M. Yocum |
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/s/ J. ROBINSON WEST |
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J. Robinson West |
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Director |
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April 4, 2008 |
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INDEX TO EXHIBITS
Number |
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Description |
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5.1 |
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Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant |
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23.1 |
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Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5) |
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23.2 |
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Consent of Grant Thornton LLP |
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24 |
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Power of attorney (included on the signature pages of this registration statement) |
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99.1 |
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Key Energy Services, Inc. 2007 Cash and Equity Incentive Plan (Incorporated by Reference to Appendix A to the Companys Proxy Statement on Schedule 14A as filed with the Securities and Exchange Commission on November 1, 2007) |
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