Securities to be offered to employees in employee benefit plans

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As filed with the Securities and Exchange Commission on March 18, 2020

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)

Delaware 04-2648081

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

1301 McKinney Street, Suite 1800, Houston, Texas 77010
(Address of Principal Executive Offices) (Zip Code)

Amended and Restated 2019 Equity and Cash Incentive Plan

(Full Title of the Plan)

Katherine I. Hargis

Senior Vice President, Chief Administrative Officer, General Counsel and Secretary

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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of Securities

to be Registered

Amount
to be
Registered (1)(2)

Proposed

Maximum
Offering Price
Per Share (3)

Proposed

Maximum
Aggregate
Offering Price (3)

Amount of
Registration Fee

Common Stock, $0.01 par value per share

1,159,110 shares $2.47 $2,863,001.70 $371.62

(1)

This registration statement registers the issuance of an additional 1,159,110 shares of the common stock of Key Energy Services, Inc. (the “Company”), par value $0.01 per share (the “Common Stock”) for issuance under the Company’s Amended and Restated 2019 Equity and Cash Incentive Plan (the “A&R Plan”). For more information, see the introductory statement on the following page.

(2)

In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), 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.

(3)

Pursuant to Rule 457(c) and (h) under the Securities Act, the registration fee for the 1,159,110 shares of Common Stock being registered is based upon a price of $2.47 per share, which represents the average of the high and low prices of the Company’s Common Stock reported in the over-the-counter market on March 17, 2020.


INTRODUCTORY STATEMENT

On March 10, 2020 (the “Effective Date”), the Board of Directors (the “Board”) of Key Energy Services, Inc. (the “registrant” or the “Company”) approved the Company’s Amended and Restated 2019 Equity and Cash Incentive Plan (the “A&R Plan”). The A&R Plan provides, among other things, that a total of 1,239,775 shares of our common stock, par value $0.01 per share (the “Common Stock”) will be available for the grant of awards under the A&R Plan (subject to equitable adjustment in the event of a change in the Company’s capitalization), which includes 80,665 shares of Common Stock that were previously authorized to be issued under the Company’s 2019 Equity and Cash Incentive Plan and remained available for issuance as of the Effective Date. This Registration Statement is filed by the Company to register 1,159,110 shares of Common Stock.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.

Plan Information.*

Item 2.

Registrant Information and Employee Plan Annual Information.*

*

The document(s) containing the information concerning the A&R Plan required by Item 1 of Form S-8 and the statement of availability of registrant information, plan information and other information required by Item 2 of Form S-8 will be sent or given to employees as specified by Rule 428 under the Securities Act. In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the U.S. Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. The Company will maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, the Company will furnish to the Commission or its staff a copy of any or all of the documents included in such file. Any such request should be directed to Katherine I. Hargis, Senior Vice President, Chief Administrative Officer, General Counsel and Secretary, at Key Energy Services, Inc., 1301 McKinney Street, Suite 1800 Houston, TX 77010, telephone number 713-651-4300.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

The Company 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 Commission. The following documents, which are on file with the Commission (File No. 001-08038), are incorporated in this registration statement by reference:

(a)     the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed on March 13, 2020;

(b)    the Company’s Current Reports on Form 8-K filed on January 10, 2020 , January  27, 2020 , January 31, 2020 , February  20, 2020 , March 5, 2020 and March 9, 2020 (in each case to the extent filed and not furnished); and

(c)     the description of the Common Stock contained in Exhibit 4.3 to the Company’s Annual Report on Form 10-K , filed on March 13, 2020.

All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (excluding information deemed to be furnished and not filed with the Commission), 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.

(a)    The description of the Common Stock contained in Exhibit 4.3 to the Company’s Annual Report on Form 10-K, filed on March 13, 2020, is incorporated herein by reference.

Item 5.

Interests of Named Experts and Counsel.

Not applicable.

Item 6.

Indemnification of Directors and Officers.

Reference is made to Section 145 (“Section 145”) of the General Corporation Law of the State of Delaware (the “DGCL”) which provides for indemnification of directors and officers in certain circumstances.

The Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) contains a provision that is designed to limit the directors’ liability to the extent permitted by the DGCL and any amendments thereto. Specifically, directors will not be held personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability: (i) for a breach of the duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) payment of an improper dividend or improper repurchase of the Company’s stock under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. The principal effect of the limitation of liability provision is that a stockholder is unable to prosecute an action for monetary damages against a director of the Company unless the stockholder can demonstrate one of the specified bases for liability. This provision, however, does not eliminate or limit director liability arising in connection with causes of action brought under the federal securities laws. While the Certificate of Incorporation limits the personal liability of directors, it does not eliminate the directors’ duty of care. The inclusion of the limitation of liability provision in the Certificate of Incorporation may, however, discourage or deter stockholders or management from bringing a lawsuit against directors for a breach of their fiduciary duties, even though such an action, if successful, might otherwise have benefited the Company and its stockholders. This provision should not affect the availability of equitable remedies such as injunction or rescission based upon a director’s breach of the duty of care.

The Certificate of Incorporation and the amended and restated bylaws of the Company also provide that the Company will indemnify its directors and officers to the fullest extent permitted by Delaware law. The Company is generally required to indemnify its directors and officers for all judgments, fines, settlements, legal fees and other expenses incurred in connection with pending or threatened legal proceedings because of the director’s or officer’s position with the Company or another entity for which the director or officer serves at the Company’s request, subject to certain conditions, and to advance funds to its directors and officers to enable them to defend against such proceedings. To receive indemnification, the director or officer must have acted in good faith and in what was reasonably believed to be a lawful manner in the Company’s best interest. Pursuant to Section 145, the Company maintains directors’ and officers’ liability insurance coverage which insures the Company, its subsidiaries and the elected officers and directors of the Company and its subsidiaries, against damages, judgments, settlements and costs incurred by reason of certain acts committed by such persons in their capacities as officers and directors.

Item 7.

Exemption from Registration Claimed.

Not applicable.


Item 8.

Exhibits.

The Index to Exhibits 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:

(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 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.


INDEX TO EXHIBITS

Number

Description

3.1 Amended and Restated Certificate of Incorporation of Key Energy Services, Inc. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 9, 2020, File No. 001-08038)
3.2 Amended and Restated Bylaws of Key Energy Services, Inc. (Incorporated by reference to Exhibit  3.2 to the Company’s Current Report on Form 8-K filed on March 9, 2020, File No. 001-08038)
5.1* Opinion of Sullivan & Cromwell LLP
10.1 Key Energy Services, Inc. Amended and Restated 2019 Equity and Cash Incentive Plan (Incorporated by reference to Exhibit 10.5.21 to the Company’s Annual Report on Form 10-K filed on March 13, 2020, File No. 001-08038)
23.1* Consent of Grant Thornton LLP
23.2* Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1)
24.1* Power of attorney (included on the signature pages hereto)

*

Filed herein


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 the City of Houston, State of Texas, on this 16th day of March, 2020.

Key Energy Services, Inc.
By:

/s/ Katherine I. Hargis

Katherine I. Hargis

Senior Vice President,

Chief Administrative Officer,

General Counsel and Secretary

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Key Energy Services, Inc., hereby severally constitute and appoint J. Marshall Dodson, Louis Coale and Katherine I. Hargis, 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.

Signature

Title

Date

/s/ J. Marshall Dodson

J. Marshall Dodson

Director, Senior Vice President, Interim Chief Executive Officer, Chief Financial Officer and Treasurer

(Principal Executive Officer and Principal Financial Officer)

March 16, 2020

/s/ Louis Coale

Louis Coale

Vice President and Controller

(Principal Accounting Officer)

March 16, 2020

/s/ Sherman K. Edmiston, III

Sherman K. Edmiston, III

Director

March 17, 2020

/s/ Jacob Kotzubei

Jacob Kotzubei

Director

March 16, 2020

/s/ Alan B. Menkes

Alan B. Menkes

Director

March 17, 2020

/s/ Harry F. Quarls

Harry F. Quarls

Director

March 16, 2020


/s/ Marcus C. Rowland

Marcus C. Rowland

Director

March 16, 2020

/s/ H.H. Tripp Wommack, III

H.H. Tripp Wommack, III

Director

March 16, 2020

The above information was disclosed in a filing to the SEC. To see the filing, click here.

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