Key Energy Services Inc (Other) (8-K)
September 24 2007 - 7:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of
earliest event reported):
September 24, 2007
(September 24,
2007)
KEY ENERGY
SERVICES, INC.
(Exact Name of
Registrant as Specified in Charter)
Maryland
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1-8038
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04-2648081
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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1301 McKinney
Street, Suite 1800
Houston, Texas 77010
(Address of Principal
Executive Offices and Zip Code)
713/651-4300
(Registrants telephone
number, including area code)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction
A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
This Item 8.01 is being filed to update the
Registrants disclosure regarding the description of its capital stock. The
following is a current description of the Registrants capital 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. Each share of Common Stock entitled to vote with
respect to the election of directors may be voted for as many individuals as
there are directors to be elected. 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 Companys directors. The Company has a classified Board of
Directors, consisting of three staggered classes of directors, as nearly equal
in number as possible. The Companys Bylaws also provide that the authorized
number of directors may be changed only by action of a majority of the Board of
Directors. Any additional directorships resulting from an increase in the
number of directors will be distributed among the three classes so that, as
nearly as possible, each class will consist of one-third of the total number of
directors. Vacancies and newly created directorships may be filled by the
affirmative vote of a majority of our directors then in office, even if less
than a quorum. The Bylaws also provide that no director may be removed except
for cause and then only by a vote of at least two-thirds of the total eligible
shareholder votes, and also require the vote of a majority of the shareholders
of the Company to call a special meeting of shareholders.
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
Companys 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 Companys Articles of Restatement 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 of
other rights, voting powers, restrictions, limitations as to dividends,
qualifications or terms or conditions of redemption of such shares of stock, except
that the Companys Articles of Restatement 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.
1
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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KEY ENERGY
SERVICES, INC.
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Date:
September 24, 2007
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By:
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/s/ Newton W.
Wilson III
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Newton W.
Wilson III
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Senior Vice
President and General Counsel
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2
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