As filed with the Securities and Exchange Commission
January 31, 1997
Registration Statement No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
LAYNE CHRISTENSEN COMPANY
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
48-0920712
(I.R.S. Employer Identification No.)
1900 Shawnee Mission Parkway, Mission Woods, Kansas 66205
(Address of Principal Executive Offices) (Zip Code)
LAYNE CHRISTENSEN COMPANY
1996 DISTRICT STOCK OPTION PLAN
(Full title of plan)
Kent B. Magill, Layne Christensen Company
1900 Shawnee Mission Parkway, Mission Woods, Kansas 66205
(Name and address of agent for service)
(913) 362-0510
(Telephone number, including area code, of agent for service)
Please send copies of all correspondence to:
Layne Christensen Company
1900 Shawnee Mission Parkway
Mission Woods, Kansas 66205
Attn: Kent B. Magill, Vice President and General Counsel
(913) 362-0510
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering Registration
registered registered share (1) price (1) fee
Shares of
Common Stock
$.01 par value 250,000 shares $14.625 $3,656,250 $1,107.95
(1) Pursuant to Rule 457(h) of the Securities Act of 1933, and
solely for the purposes of calculating the amount of the
registration fee, the proposed maximum offering price per
share and proposed maximum aggregate offering price is based
on the average of the bid and asked prices of the Common
Stock on January 28, 1997, in the over-the-counter market as
quoted on the National Association of Securities Dealers
Automated Quotation National Market System.
(2) The provisions of Rule 416 shall apply to this registration
statement and the number of shares registered on this
registration statement automatically shall increase or
decrease as a result of stock splits, stock dividends on
similar transactions.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been previously filed by Layne
Christensen Company (the "Company") with the Securities and
Exchange Commission (the "Commission") and are incorporated by
reference into this Registration Statement: (i) the quarterly
reports on Form 10-Q for the quarters ended April 30, 1996, July
31, 1996, and October 31, 1996; (ii) the Annual Report on Form
10-K filed for the fiscal year ended January 31, 1996 and (iii)
the description of the Common Stock contained in the Company's
Registration Statement on Form 8-A (File No. 0-20578), including
any amendments or reports filed for the purpose of updating such
description.
Additionally, all documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
after the date hereof and prior to the termination of the Layne
Christensen District Stock Option Plan or the filing of a post-
effective amendment which indicates that all securities offered
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 a part hereof from the date of
filing of such documents, except that in no event shall any
information included in any such document in response to Item
402(i), (k) or (l) of Regulation S-K be deemed to constitute a
part of this Registration Statement. Any statements contained in
a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for 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 such 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.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of the Registrant's common stock
registered pursuant to this Registration Statement will be passed
upon by Kent B. Magill, Vice President and General Counsel of the
Registrant. As of January 31, 1997, Mr. Magill owned 17,361
shares of the Registrant's common stock and has been granted
options exercisable with respect to an additional 62,117 shares
of Registrant's common stock.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) Section 145 of the General Corporation Law of Delaware
(the "DGCL") gives Delaware corporations broad powers to
indemnify, their present and former directors and officers and
those of affiliated corporations against expenses incurred in the
defense of any lawsuit to which they are made parties by reason
of being or having been such directors or officers, including
expenses relating to liabilities under the Securities Act of
1933, as amended (the "Securities Act"), subject to specified
conditions and exclusions, and gives a director or officer who
successfully defends an action the right to be so indemnified,
and authorizes the Company to buy directors' and officers'
liability insurance. Such indemnification is not exclusive of
any other rights to which those indemnified may be entitled under
any by-laws, agreement, vote of the stockholders or otherwise.
(b) The Company's Bylaws provide that the Company shall
indemnify officers and directors of the Company to the fullest
extent permitted by and in the manner permissible under the DGCL.
(c) In accordance with Section 102(b)(7) of the DGCL, the
Company's Restated Certificate of Incorporation provides that
directors shall not be personally liable for monetary damages for
breaches of their fiduciary duty as directors except for (1)
breaches of their duty of loyalty to the Company or its
stockholders, (2) acts or omissions not in good faith or which
involve intentional misconduct or knowing violations of law, (3)
under Section 174 of the DGCL (unlawful payment of dividends) or
(4) transactions from which a director derives an improper
personal benefit.
(d) The Company has obtained directors and officers
liability insurance for each of its directors and executive
officers which (subject to certain limits and deductibles) (i)
insures such persons against loss arising from certain claims
made against them by reason of such persons being a director or
officer, and (ii) insures the Company against loss which it may
be required or permitted to pay as indemnification due such
persons for certain claims. Such insurance may provide coverage
for certain matters as to which the Company may not be permitted
by law to provide indemnification.
(e) For information regarding the Company's undertaking to
submit to adjudication, the issue of indemnification for
violation of the securities laws, see "Undertakings," Item 9
hereof.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
<PAGE>
ITEM 8. EXHIBITS.
A list of the exhibits included as part of this Registration
Statement is set forth in the Exhibit Index which immediately
precedes such exhibits and is incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
A. 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 of
1933.
(ii) To reflect in the prospectus any facts or
events arising after the effective date
of this 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. Notwithstanding
the foregoing, any increase or decrease
in volume of securities offered (if the
total dollar value of securities offered
would not exceed that which was
registered) and any deviation from the
low or high end of the estimated maximum
offering range may be reflected in the
form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than a 20% change
in the maximum aggregate offering price
set forth in the "Calculation of
Registration Fee" table in the effective
Registrant Statement.
(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 (1)(i) and
(1)(ii) do not apply if the information required
to be included in a post-effective amendment by
those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the
Registration Statement.
<PAGE>
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each 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.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) 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.
C. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in the 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 Act and will be governed by the final adjudication of such
issue.
<PAGE>
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 Mission Woods, State of Kansas, on January 31, 1997.
LAYNE CHRISTENSEN COMPANY
By: /s/ A. B. Schmitt
Name: A. B. Schmitt
Title: 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 and on the date indicated.
Signature and Title Date
/s/ A. B. Schmitt January 31, 1997
A. B. Schmitt
President, Chief Executive
Officer and Director
(Principal Executive Officer)
/s/ Jerry W. Fanska January 31, 1997
Jerry W. Fanska
Vice President - Finance and Treasurer
(Principal Financial & Accounting Officer)
/s/ Robert J. Dineen January 31, 1997
Robert J. Dineen
Director
/s/ Edward A. Gilhuly January 31, 1997
Edward A. Gilhuly
Director
/s/ Donald K. Miller January 31, 1997
Donald K. Miller
Director
<PAGE>
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NO. DESCRIPTION NUMBERED PAGE
4(a) Specimen stock certificate (filed as *<F1>
Exhibit 4(1) to the Registrant's
Registration Statement on Form S-1,
S.E.C. File No. 33-48432, and
incorporated herein by reference).
4(b) Restated Certificate of Incorporation *<F1>
of Layne Christensen Company (filed as
Exhibit 3(1) to the Registrant's
Annual Report on Form 10-K for the
fiscal year ended January 31,1996),
and incorporated herein by reference.
4(c) Bylaws of Layne, Inc. (filed as Exhibit *<F1>
3(2) to the Registrant's Registration
Statement on Form S-1, S.E.C. File No.
33-48432), and incorporated herein by
reference.
4(d) Layne Christensen Company 1996 District *<F1>
Stock Option Plan (filed as Exhibit
4(e) to the Registrant's Post-Effective
Amendment No. 1 to Form S-8, S.E.C. File No.
33-57748), and incorporated herein by
reference.
4(e) Layne Christensen Company 1996 District *<F1>
Stock Option Agreement (filed as Exhibit
4(f) to the Registrant's Post-Effective
Amendment No. 1 to Form S-8, S.E.C. File No.
33-57748), and incorporated herein by
reference.
5 Opinion of Kent B. Magill, Vice
President and General Counsel, for the
Registrant, with respect to the legality
of Registrant's common stock registered
hereby.
23(a) Consent of Registrant's Independent
Accountants.
23(b) Consent of Kent B. Magill, the Registrant's
Counsel (contained in the Opinion of Counsel
filed as Exhibit 5).
[FN]
<F1>
* Incorporated herein by reference.
January 31, 1997
Board of Directors
LAYNE CHRISTENSEN COMPANY
1900 Shawnee Mission Parkway
Mission Woods, Kansas 66205
Gentlemen:
Reference is made to the Registration Statement on Form
S-8 (the "Registration Statement") of Layne Christensen Company,
a Delaware corporation (the "Company"), to be filed with the
Securities and Exchange Commission on or about January 31, 1997,
for the purpose of registering under the Securities Act of 1933,
as amended, 250,000 shares of Common Stock, par value $.01 per
share ("Common Stock"), of the Company. Said 250,000 shares of
Common Stock are proposed to be issued upon the exercise of stock
options granted or to be granted pursuant to the Layne
Christensen Company 1996 District Stock Option Plan.
I have examined the Company's Restated Certificate of
Incorporation and all amendments thereto, the Bylaws of the
Company, as presently in effect, minutes of the applicable
meetings of the Board of Directors, Compensation Committee of the
Board of Directors and stockholders of the Company, together with
such other corporate records, certificates of public officials
and other documents as I have deemed relevant to this opinion.
Based upon the foregoing, it is my opinion that:
1. The Company is a corporation duly organized,
validly existing and in good standing under
the laws of the State of Delaware.
2. All necessary corporate action has been taken
to authorize the issuance of the aforesaid
250,000 shares of Common Stock and all such
shares as shall be issued and paid for as
described in the Registration Statement shall
be, when so issued, legally issued, fully
paid and nonassessable.
<PAGE>
I hereby consent to the reference to myself under the
heading "Interests of Named Experts and Counsel" in the Registration
Statement. I also consent to the inclusion of this opinion in the
Registration Statement as an exhibit thereto.
Sincerely,
/s/ Kent B. Magill
Kent B. Magill
KBM/cg
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Layne Christensen Company on Form S-8 of our report
dated March 8, 1996, appearing in the Annual Report on Form 10-K
of Layne Christensen Company for the fiscal year ended January
31, 1996.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Kansas City, Missouri
January 24, 1997
