Additional Proxy Soliciting Materials (definitive) (defa14a)
April 28 2016 - 5:29PM
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): April 28, 2016 (April 28, 2016)
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
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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:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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))
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As previously disclosed, Key Energy Services, Inc. (Key or the
Company) has been cooperating with investigations by the Department of Justice and the Securities and Exchange Commission into possible violations by Key of the Foreign Corrupt Practices Act (FCPA).
Key has been informed by the Department of Justice that the Department has closed its investigation and that it has decided to decline prosecution of the
Company.
In addition, Key has been engaged in negotiations with the staff of the Division of Enforcement of the SEC in an effort to reach a resolution of
the staffs investigation related to these same matters. Key has reached an agreement in principle with the staff on the terms of a proposed offer of settlement, which must be presented to the Commission for approval. While there is no
assurance that the offer of settlement will be accepted by the Commission, Key is optimistic that the proposed resolution will become final in the second quarter of 2016. In connection with the offer of settlement, Key has accrued a liability in the
amount of $5 million.
Forward-Looking Statements
This document 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. 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 the proposed settlement with the Securities and Exchange Commission. 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 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; and the risk that the Securities and Exchange Commission will not approve the proposed settlement.
.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.
Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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99.1
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Press Release of Key Energy Services, Inc. issued April 28, 2016.
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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: April 28, 2016
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By:
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/s/ J. Marshal Dodson
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J. Marshall Dodson
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Senior Vice President and Chief Financial Officer
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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 of Key Energy Services, Inc. issued April 28, 2016.
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