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): November 24, 2015 (November 20, 2015)
KEY ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
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Maryland |
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001-08038 |
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04-2648081 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 November 20, 2015, the Board of Directors (the Board) of
Key Energy Services, Inc. (the Company) increased by one the number of Class III directors of the Board, the terms of which end at the 2018 Annual Meeting of Stockholders of the Company, and elected Robert Drummond, the Companys
President and Chief Operating Officer, to fill the resulting vacancy as of the same date. There were no special compensation arrangements entered into in connection with his appointment. As of the date of this report, the Board has not appointed
Mr. Drummond to any committee of the Board. There are no transactions in which Mr. Drummond has an interest requiring disclosure by the Company under Item 404(a) of Regulation S-K.
On November 23, 2015, the Company issued a press release announcing the appointment. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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99.1 |
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Press release dated November 23, 2015. |
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: November 24, 2015 |
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By: |
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/s/ J. Marshall Dodson |
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J. Marshall Dodson |
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Sr. Vice President and Chief Financial Officer |
Exhibit Index
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Exhibit No. |
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Description |
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99.1 |
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Press release dated November 23, 2015. |
Exhibit 99.1
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November 23, 2015
Contact:
West Gotcher, Investor Relations
713-757-5539 |
FOR IMMEDIATE RELEASE
Key Energy Services Names Robert Drummond
to Board of Directors
HOUSTON, TX,
November 23, 2015 Key Energy Services, Inc. (NYSE: KEG) announced today that it has increased by one the number of Class III directors of the Board, the terms of which end at the 2018 Annual Meeting of Stockholders of the Company, and
elected Robert Drummond, Keys President and Chief Operating Officer to fill the resulting vacancy as of the same date.
Mr. Drummond joined the
Company as President and Chief Operating Officer on June 22, 2015. Prior to joining Key, Mr. Drummond was employed by Schlumberger for 31 years, most recently serving as President of Schlumberger Limiteds North American business
unit.
Chairman of the Board of Directors Mark Rosenberg said, On behalf of Keys Board, I would like to congratulate Robert on this new
position. We are proud to have him join us and appreciate the invaluable contributions that he has already made to Key. Robert was the main architect of Keys new regionally based operational structure that has already begun providing benefits
in the form of cost savings and enhanced revenue opportunities.
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November 23, 2015
Contact:
West Gotcher, Investor Relations
713-757-5539 |
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any
statements as to matters that are not of historic fact are forward-looking statements. The forward-looking statements include a description of our intention to consider alternatives to cure the NYSE continued listing requirement deficiency. These
forward-looking statements are based on Keys current expectations, estimates and projections about Key, its industry, its managements beliefs and certain assumptions made by management, and include statements regarding estimated capital
expenditures, future operational and activity expectations, international growth, and anticipated financial performance for the remainder of 2015 and the first quarter of 2016. No assurance can be given that such expectations, estimates or
projections will prove to have been correct. Whenever possible, these forward-looking statements are identified by words such as expects, believes, anticipates and similar phrases.
Readers are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and
assumptions that are difficult to predict, including, but not limited to: risks that Key will be unable to achieve its financial, capital expenditure and operational projections, including quarterly and annual projections of revenue and/or operating
income and risks that Keys expectations regarding future activity levels, customer demand, and pricing stability may not materialize (whether for Key as a whole or for geographic regions and/or business segments individually); risks that
fundamentals in the U.S. oil and gas markets may not yield anticipated future growth in Keys businesses, or could further deteriorate or worsen from the recent market declines, and/or that Key could experience further unexpected declines in
activity and demand for its rig service, fluid management service, coiled tubing service, and fishing and rental service businesses; risks relating to Keys ability to implement technological developments and enhancements; risks relating to
compliance with environmental, health and safety laws and regulations, as well as actions by governmental and regulatory authorities; risks relating to compliance with the FCPA and anti-corruption laws, including risks related to increased costs in
connection with FCPA investigations; risks regarding the timing or conclusion of the FCPA investigations, including the risk of fines or penalties imposed by government agencies for violations of the FCPA; risks affecting Keys international
operations, including risks affecting Keys ability to execute its plans to withdraw from its international markets outside North America; risks that Key may be unable to achieve the benefits expected from acquisition and disposition
transactions, and risks associated with integration of the acquired operations into Keys operations; risks, in responding to changing or declining market conditions, that Key may not be able to reduce, and could even experience increases in,
the costs of labor, fuel, equipment and supplies employed and used in Keys businesses; risks relating to changes in the demand for or the price of oil and natural gas; risks that Key may not be able to execute its capital expenditure program
and/or that any such capital expenditure investments, if made, will not generate adequate returns; risks relating to Keys ability to satisfy listing requirements for its equity securities; risks that Key may not have sufficient liquidity;
risks relating to Keys ability to comply with covenants under its current credit facilities; and other risks affecting Keys ability to maintain or improve operations, including its ability to maintain prices for services under market
pricing pressures, weather risks, and the impact of potential increases in general and administrative expenses.
Because such statements involve
risks and uncertainties, many of which are outside of Keys control, Keys actual results and performance may differ materially from the results expressed or implied by such forward-looking statements. Given these risks and uncertainties,
readers are cautioned not to place undue reliance on such forward-looking statements. Other important risk factors that may affect Keys business, results of operations and financial position are discussed in its most recently filed Annual
Report on Form 10-K, recent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K and in other Securities and Exchange Commission filings. Unless otherwise required by law, Key also disclaims any obligation to update its view of any
such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made here. However, readers should review carefully reports and documents that Key files periodically with the Securities and Exchange
Commission.
About Key Energy Services
Key Energy Services is the largest onshore, rig-based well servicing contractor based on the number of rigs owned. Key provides a complete range of well
intervention services and has operations in all major onshore oil and gas producing regions of the continental United States and internationally in Mexico and Russia.