Key Energy Services Inc (Other) (S-8)
September 25 2007 - 5:03PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on September 25, 2007
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)
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Maryland
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04-2648081
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(State or Other
Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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1301
McKinney Street, Suite 1800, Houston, Texas
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77010
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(Address of
Principal Executive Offices)
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(Zip Code)
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Non-Plan Stock Option Agreements
(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)
CALCULATION OF
REGISTRATION FEE
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Title of
Securities to be
Registered
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Amount to be
Registered(1)
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Proposed
Maximum
Offering Price Per
Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common
Stock, $0.10 par value per share
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460,000 shares
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$
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8.00-$8.25
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(2)
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$
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3,726,250
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(2)
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$
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115
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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)
Estimated solely for
the purpose of calculating the registration fee in accordance with Rule 457(h)
of the Securities Act of 1933, as amended. The price per share and aggregate
offering price are calculated on the basis of (a) $8.00, the exercise price of
275,000 shares subject to outstanding non-plan stock option agreements, and (b)
$8.25, the exercise price of 185,000 shares subject to outstanding non-plan
stock option agreements.
PART I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.
Plan Information.
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”).
Item 2.
Registrant Information and
Employee Plan Annual Information.
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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by
Reference.
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:
(a)
The
registrant’s latest annual report filed pursuant to Section 13(a) or 15(d)
of the Exchange Act.
(b)
All
other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act for
periods following the end of the fiscal year covered by the document referred
to in (a) above.
(c)
The
description of the securities contained in the registrant’s Current Report on
Form 8-K filed on September 24, 2007.
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.
Item 4.
Description of Securities.
Not applicable.
1
Item 5.
Interests of Named Experts and
Counsel.
Wilmer Cutler Pickering Hale and Dorr LLP (“WilmerHale”)
has opined as to the legality of the securities being offered by this
registration statement.
Item 6.
Indemnification of Directors
and Officers.
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 Company’s 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 Company’s 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.
Item 7.
Exemption from Registration
Claimed.
Not applicable.
Item 8.
Exhibits.
The Exhibit Index immediately preceding the exhibits
is incorporated herein by reference.
Item 9.
Undertakings.
1.
Item 512(a) of Regulation S-K
. The undersigned registrant hereby undertakes:
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(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 the 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 the
registration statement;
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.
(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.
2.
Item 512(b) of Regulation S-K
. 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, and the offering of such securities at that time
shall be deemed to be the initial
bona fide
offering thereof.
3.
Item 512(h) of Regulation S-K
. 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 Securities 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 Securities Act and will be governed by the final adjudication
of such issue.
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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 25th day of September,
2007.
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Key Energy Services, Inc.
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By:
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/s/ Richard J. Alario
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Richard J. Alario
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President and Chief Executive Officer
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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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Signature
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Title
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Date
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/s/ Richard J. Alario
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Chairman of the Board of Directors,
President and Chief Executive
Officer (Principal executive officer)
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September 25, 2007
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Richard J. Alario
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/s/ William M. Austin
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Senior Vice President and Chief
Financial Officer (Principal
financial officer)
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September 25, 2007
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William M. Austin
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/s/ J. Marshall Dodson
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Vice President and Chief
Accounting Officer (Principal
Accounting Officer)
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September 25, 2007
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J. Marshall Dodson
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/s/ David J. Breazzano
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Director
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September 25, 2007
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David J. Breazzano
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/s/ Kevin P. Collins
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Director
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September 25, 2007
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Kevin P. Collins
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/s/ William D. Fertig
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Director
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September 25, 2007
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William D. Fertig
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/s/ W. Phillip Marcum
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Director
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September 25, 2007
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W. Phillip Marcum
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/s/ Ralph S. Michael, III
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Director
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September 25, 2007
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Ralph S. Michael, III
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/s/ William F. Owens
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Director
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September 25, 2007
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William F. Owens
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/s/ J. Robinson West
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Director
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September 25, 2007
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J. Robinson West
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/s/ Morton Wolkowitz
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Director
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September 25, 2007
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Morton Wolkowitz
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5
INDEX TO EXHIBITS
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Number
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Description
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4.1
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Form of Non-Plan Option Agreement
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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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