0000950123-11-047471.txt : 20110509 0000950123-11-047471.hdr.sgml : 20110509 20110509165851 ACCESSION NUMBER: 0000950123-11-047471 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110503 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20110509 DATE AS OF CHANGE: 20110509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEY ENERGY SERVICES INC CENTRAL INDEX KEY: 0000318996 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 042648081 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08038 FILM NUMBER: 11824190 BUSINESS ADDRESS: STREET 1: 1301 MCKINNEY STREET STREET 2: SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 713-651-4300 MAIL ADDRESS: STREET 1: 1301 MCKINNEY STREET STREET 2: SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77010 FORMER COMPANY: FORMER CONFORMED NAME: KEY ENERGY GROUP INC DATE OF NAME CHANGE: 19950217 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL ENVIRONMENTAL GROUP INC DATE OF NAME CHANGE: 19921228 FORMER COMPANY: FORMER CONFORMED NAME: YANKEE COMPANIES INC DATE OF NAME CHANGE: 19891012 8-K 1 h82171e8vk.htm FORM 8-K e8vk
 
 
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): May 9, 2011 (May 3, 2011)
KEY ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
         
Maryland
(State or other Jurisdiction
of Incorporation) 		  001-08038
(Commission
File Number) 		  04-2648081
(IRS Employer
Identification No.)
1301 McKinney Street, Suite 1800
Houston, Texas 77010
(Address of principal executive offices and Zip Code)
713/651-4300
(Registrant’s 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 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
     On behalf of the Board of Directors (the “Board”) of Key Energy Services, Inc. (the “Company”), Richard J. Alario, Chairman of the Board, accepted Carter A. Ward’s resignation from the Board effective May 3, 2011. This resignation was made pursuant to the terms of the Purchase and Sale Agreement dated as of July 23, 2010 (the “Agreement”), by and among the Company, its wholly-owned subsidiary Key Energy Services, LLC, a Texas limited liability company, OFS Energy Services, LLC, a Delaware limited liability company (“OFS ES”) and OFS Holdings, LLC, a Delaware limited liability company. The Agreement provides that Mr. Ward, the nominee designated by OFS ES to serve on the Board, agrees to resign from the Board, subject to the Board’s discretion to accept such resignation, if and when ArcLight Energy Partners Fund III, L.P. (“ArcLight”) beneficially owns shares of the Company’s common stock representing less than 5% of the Company’s outstanding common stock. The Company anticipates having 10 members on its Board after the Annual Stockholders' meeting, which is scheduled for May 19, 2011.
     The Company is disclosing this director resignation information in accordance with Item 5.02(b) of Form 8-K.
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.
         
  KEY ENERGY SERVICES, INC.
 		  
Date: May 9, 2011  By:   /s/ KIMBERLY R. FRYE    
    Kimberly R. Frye   
    Senior Vice President and General Counsel