UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
(AMENDMENT NO. 2)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
KEY ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
Maryland 04-2648081
(State of incorporation or organization) (I.R.S. Employer Identification No.)
6 Desta Drive
Midland, Texas 79705
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be Name of Each Exchange on Which
Registered Each 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)
This Amendment No. 2 amends the Form 8-A filed on March 27, 1998, as
amended on April 26, 1999 (the "Form 8-A"), by Key Energy Services, Inc. (the
"Company"). This amendment is being filed to reflect an increase in the
Company's authorized 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
All shares of capital stock are initially classified as common stock,
par value $.10 per share ("Common Stock"). Each share of common stock 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 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 plans, "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 8. Articles of Amendment to the Amended and Restated Articles
of Incorporation of the Company (Incorporated by reference
to Exhibit 3.1 of the Company's Quarterly report on Form
10-Q for the quarter ended March 31, 2000, File No. 1-8038).
Exhibit 9 Unanimous Consent of the Board of Directors of the Company
dated January 11, 2000, limiting the designation of the
authorized shares to common stock (Incorporated by reference
to Exhibit 3.2 of the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 2000, File No. 1-8038).
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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 amendment to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: December 5, 2002 KEY ENERGY SERVICES, INC.
By: /s/ Francis D. John
--------------------------------
Francis D. John
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit 8. Articles of Amendment to the Amended and Restated
Articles of Incorporation of the Company (Incorporated
by reference to Exhibit 3.1 of the Company's Quarterly
report on Form 10-Q for the quarter ended March 31, 2000,
File No. 1-8038).
Exhibit 9 Unanimous Consent of the Board of Directors of the
Company dated January 11, 2000, limiting the designation
of the authorized shares to common stock (Incorporated by
reference to Exhibit 3.2 of the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 2000, File
No. 1-8038).
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