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REGISTRATION NO. 333-38247
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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KEY ENERGY GROUP, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 04-2648081
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
TWO TOWER CENTER, TWENTIETH FLOOR
EAST BRUNSWICK, NEW JERSEY 08816
(732) 247-4822
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
KEY ENERGY GROUP, INC.
1995 STOCK OPTION PLAN
OUTSIDE DIRECTORS STOCK OPTION PLAN
(Full Title of Plans)
FRANCIS D. JOHN
KEY ENERGY GROUP, INC.
TWO TOWER CENTER, TWENTIETH FLOOR
EAST BRUNSWICK, NEW JERSEY 08816
(732) 247-4822
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copies to:
JACK D. LOFTIS SAMUEL N. ALLEN
KEY ENERGY GROUP, INC. PORTER & HEDGES, L.L.P.
TWO TOWER CENTER, TWENTIETH FLOOR 700 LOUISIANA, SUITE 3500
EAST BRUNSWICK, NEW JERSEY 08816 HOUSTON, TEXAS 77002
(713) 226-0600
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Key Energy Group, Inc., a Maryland corporation (the "Company"),
registered the issuance of up to 1,400,000 shares of its common stock, par value
$.10 per share (the "Common Stock"), on Registration Statement on Form S-8 No.
333-38247 ("Registration Statement") pursuant to the Key Energy Group, Inc. 1995
Stock Option Plan and the Key Energy Group, Inc. Outside Directors Stock Option
Plan (collectively, the "Prior Plans"). A total of 189,332 shares were sold upon
exercise of options granted under the Prior Plans. The Company recently adopted
the Key Energy Group, Inc. 1997 Incentive Plan (the "Incentive Plan"), an
amendment and restatement of the Prior Plans, under which the Company may grant
incentive awards covering an aggregate of the greater of (a) 3,000,000 shares
of the Company's Common Stock and (b) 10% of the number of shares of Common
Stock issued and outstanding on the last day of each calendar quarter. On
February 23, 1998, the Company filed a Registration Statement on Form S-8
No. 333-46733 (the "New Registration Statement") registering the issuance of up
to 3,000,000 pursuant to the Incentive Plan. All outstanding options previously
granted under the Prior Plans will be assumed and continued, without
modification, under the 1997 Incentive Plan.
Pursuant to the undertaking given by the Company in the Registration
Statement in accordance with Item 512(a)(3) of Regulation S-K, the Company
hereby removes the remaining 1,210,668 shares from registration, which
represents the number of shares registered less the number sold upon exercise of
options. The shares which are hereby removed from registration have been and
continue to be registered on the New Registration Statement.
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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 the City of East Brunswick, State of New Jersey,
on February 26, 1998.
KEY ENERGY GROUP, INC.
By: /s/ Francis D. John
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Francis D. John,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 26, 1998.
SIGNATURE TITLE DATE
Director, Chairman of the Board,
President and Chief Executive February 26, 1998
Officer
/s/ Francis D. John (Principal Executive Officer)
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Francis D. John
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Executive Vice President
and Chief Financial Officer
(Principal Financial and February 26, 1998
/s/ Stephen E. McGregor* Accounting Officer)
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Stephen E. McGregor
Director February 26, 1998
/s/ William D. Manly*
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William D. Manly
/s/ Morton Wolkowitz* Director February 26, 1998
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Morton Wolkowitz
/s/ David J. Breazzano* Director February 26, 1998
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David J. Breazzano
Director February 26, 1998
/s/ Kevin P. Collins*
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Kevin P. Collins
/s/ W. Phillip Marcum* Director February 26, 1998
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W. Phillip Marcum
*/s/ Francis D. John
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Francis D. John
(as Attorney-in-Fact)