As filed with the Securities and Exchange Commission on
May 22, 1998
Registration No. 333-_________
________________________________________________________________
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 48-0920712
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1900 Shawnee Mission Parkway, Mission Woods, Kansas 66205
(Address of Principal Executive Offices) (Zip Code)
LAYNE CHRISTENSEN COMPANY 1992 STOCK OPTION PLAN
(Full title of the plan)
Andrew B. Schmitt, 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
Attention: 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 registraton
registered registered share (1) price (1) fee
Common Stock 500,000 $14.375 $7,187,500 $2,178
$.01 par shares(2)
value
(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 May 21, 1998, 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 or
similar transactions.
Pursuant to General Instruction E to Form S-8, the contents of
Registration Statement Nos. 33-54066 and 33-86654 are
incorporated herein by reference.
<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 Annual
Report on Form 10-K filed for the fiscal year ended January 31,
1998, and (ii) 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 Company 1992 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 and certain
other matters will be passed upon by Kent B. Magill, Vice
President and General Counsel of the Registrant. As of April 27,
1998, Mr. Magill owned 17,361 shares of the Registrant's common
stock, and has been granted options exercisable with respect to
an additional 87,117 shares of the 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.
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.
<PAGE>
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
the 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.
(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.
<PAGE>
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 May 22, 1998.
LAYNE CHRISTENSEN COMPANY
By /s/ Andrew B. Schmitt
Andrew B. Schmitt
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and appoints
Andrew B. Schmitt and Kent B. Magill, and each of them, his true
and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
Registration Statement and all documents relating thereto, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full
power and authority to do and perform each and every act and
thing necessary or advisable to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or his substitute or substitutes,
lawfully may do or cause to be done by virtue hereof.
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 dates indicated.
SIGNATURE AND TITLE DATE
/s/ Andrew B. Schmitt May 22, 1998
Andrew B. Schmitt
President, Chief Executive
Officer and Director
(Principal Executive Officer)
<PAGE>
/s/ Jerry W. Fanska May 22, 1998
Jerry W. Fanska
Vice President-Finance and Treasurer
(Principal Financial and Accounting Officer)
/s/ Robert J. Dineen April 27, 1998
Robert J. Dineen
Director
/s/ Todd A. Fisher May 22, 1998
Todd A. Fisher
Director
/s/ Edward A. Gilhuly May 22, 1998
Edward A. Gilhuly
Director
/s/ Donald K. Miller May 22, 1998
Donald K. Miller
Director
/s/ Sheldon R. Erikson May 22, 1998
Sheldon R. Erikson
Director
<PAGE>
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NO. DESCRIPTION NUMBERED PAGE
4.1 Specimen common stock certificate *
(filed as 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).
4.2 Restated Certificate of Incorporation *
of the Registrant (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).
4.3 Bylaws of the Registrant (filed as
Exhibit 3(2) to the Registrant's
Registration Statement on Form S-1,
S.E.C. File No. 33-48432, and
incorporated herein by reference).
4.4 Layne Christensen Company 1992 Stock ____
Option Plan.
4.5 Form of Stock Option Agreement between ____
the Registrant and management of the
Registrant.
5. Opinion of Kent B. Magill, ____
Vice President and General Counsel for
the Registrant, with respect to the
legality of the Registrant's
Common Stock being registered hereby.
24.1 Consent of Deloitte & Touche LLP, the ____
Registrant's independent public
accountants.
24.2 Consent of Kent B. Magill, the ____
Registrant's counsel (contained in
the Opinion of Counsel filed
herewith as Exhibit 5).
<PAGE>
25. Power of Attorney (included on _____
signature page hereto).
___________________
* Incorporated herein by reference
EXHIBIT 4.4
LAYNE CHRISTENSEN COMPANY
1992 STOCK OPTION PLAN
Layne Christensen Company, a Delaware corporation (the
"Company"), desires to provide additional incentive for key
employees to promote the success of the Company and any
subsidiaries by allowing such employees to share in the future
growth of the business and to participate in the ownership of the
Company. Accordingly, the Company hereby establishes the 1992
Stock Option Plan of Layne Christensen Company (the "Plan") to
offer eligible employees the opportunity to become owners of
capital stock of the Company under stock options, certain of
which are intended to qualify as incentive stock options under
Section 422 of the Internal Revenue Code of 1986, as amended, and
certain of which are intended to be nonqualified stock options.
The Plan is adopted, as follows, effective June 5, 1992, as
amended, effective May 1, 1997.
ARTICLE I
DEFINITIONS
Whenever the following terms are used in this Plan,
they shall have the meaning specified below unless the context
clearly indicates to the contrary. The masculine pronoun shall
include the feminine and neuter, and the singular the plural,
where the context so indicates.
1.1 BOARD -- "Board" shall mean the Board of Directors
of the Company. Members of the Board shall be referred to as
"Directors."
1.2 CODE -- "Code" shall mean the Internal Revenue
Code of 1986, as amended.
1.3 COMPANY -- "Company" shall mean Layne Christensen
Company, a Delaware corporation.
1.4 EMPLOYEE -- An individual employed by the Company
or a Subsidiary.
1.5 EXCHANGE ACT. -- "Exchange Act" shall mean the
Securities Exchange Act of 1934, as amended.
1.6 INCENTIVE STOCK OPTION -- "Incentive Stock Option"
shall mean an option granted hereunder which qualifies under
Section 422 of the Code as an incentive stock option and which is
designated as an Incentive Stock Option by the Board.
1.7 KEY EMPLOYEE -- "Key Employee" shall mean any
Employee of the Company who, in the sole discretion of the Board,
has made or is expected to make, a significant contribution to
the Company.
<PAGE>
1.8 NONQUALIFIED STOCK OPTION -- "Nonqualified Stock
Option" shall mean an option granted hereunder which is not an
Incentive Stock Option and which is designated as a Nonqualified
Stock Option by the Board.
1.9 OFFICER -- "Officer" shall mean an officer of the
Company or any Subsidiary as defined in the Securities and
Exchange Commission Rule 16a - 1(f), as amended.
1.10 OPTION -- "Option" shall mean an option to
purchase common stock of the Company granted under the Plan.
"Option" includes both Incentive Stock Options and Nonqualified
Stock Options.
1.11 OPTIONEE -- "Optionee" shall mean an Employee to
whom an Option has been granted under the Plan.
1.12 OPTION PERIOD -- "Option Period" shall mean the
period during which an Option may be exercised as determined by
the Board under the terms of Section 4.3(a) hereof.
1.13 PERMANENT DISABILITY -- "Permanent Disability"
shall mean a condition of permanent disability as determined in
good faith by a majority of the Board.
1.14 PLAN -- "Plan" shall mean the 1992 Stock Option
Plan of Layne Christensen Company
1.15 RETIREMENT -- "Retirement" shall mean retirement
from the Company at age 62 or older (or such earlier age as may
be approved by the Board of Directors of the Company).
1.16 SECURITIES ACT -- "Securities Act" shall mean the
Securities Act of 1933, as amended.
1.17 STOCK -- "Stock" or "shares" shall mean shares of
the common stock of the Company.
1.18 SUBSIDIARY -- "Subsidiary" or "Subsidiaries" shall
mean subsidiary corporations or a subsidiary corporation of the
Company within the meaning of Section 424(f) of the Code.
1.19 TERMINATION OF EMPLOYMENT -- "Termination of
Employment" shall mean the time when the employer-employee
relationship between the Company or a Subsidiary and the Optionee
ceases for any reason. The Board, in its absolute discretion,
shall determine the effect of all matters and questions relating
to Termination of Employment including, but not limited to,
whether a particular leave of absence constitutes a Termination
of Employment; provided, however, that with respect to Incentive
Stock Options, a leave of absence shall constitute a Termination
of Employment if, and to the extent that, such leave of absence
interrupts employment for the purposes of Section 422(a)(2) of
the Code and the then applicable rulings and regulations under
such Section.
<PAGE>
ARTICLE II
STOCK SUBJECT TO PLAN
2.1 STOCK SUBJECT TO PLAN -- Options granted under
this Plan shall be granted solely with respect to shares of
Stock. Subject to any adjustments made pursuant to the
provisions of Section 2.4 hereof, the aggregate number of shares
of stock which may be issued under this Plan shall not exceed
1,250,000. The shares of Stock issuable and deliverable upon the
exercise of an Option, or any portion thereof, may be either
previously authorized but unissued shares or issued shares which
have been reacquired by the Company.
2.2 INCENTIVE STOCK OPTION - $100,000 LIMITATION --
The aggregate fair market value (determined as of the time the
Incentive Stock Option is granted) of the Stock with respect to
which Incentive Stock Options are exercisable for the first time
by an Optionee during any calendar year under the Plan (or any
other plan of the Company or its Subsidiaries which qualifies as
an incentive stock option plan under Section 422 of the Code)
shall not exceed $100,000. If the fair market value (determined
as of the time the Option is granted) of the Stock with respect
to which Options are exercisable by an Optionee exceeds $100,000
during any calendar year, the amount in excess of $100,000 shall
be treated as Options which are not Incentive Stock Options.
2.3 UNEXERCISED OPTIONS -- If any Option expires or is
canceled without having been fully exercised, the number of
shares subject to such Option but as to which such Option was not
exercised prior to its expiration or cancellation may again be
made available for grant hereunder, subject to the limitations of
Sections 2.1 and 2.2.
2.4 ADJUSTMENTS IN COMPANY'S SHARES -- In the event
the Stock is changed into or exchanged for a different number or
kind of securities of the Company by reason of merger,
consolidation, recapitalization, reclassification, stock split,
stock dividend or combination of shares, the Board shall make an
appropriate and equitable adjustment in the number and kind of
shares (a) as to which Options may be granted, including
adjustments of the limitation in Section 2.1; and (b) as to which
Options, or portions thereof unexercised, shall be exercisable,
to the end that after such event each Optionee's proportionate
interest shall be maintained as before the occurrence of such
event; provided, however, that no such adjustment shall be made
which would disqualify an Incentive Stock Option within the
meaning of Section 424(h) of the Code. Such adjustment in an
outstanding Option shall be made with any necessary corresponding
adjustment in Option price per share and without change in the
total price applicable to the Options or the unexercised portion
of the Options (except for any change in the aggregate price
resulting from rounding-off of share quantities or prices). Any
such adjustment made by the Board shall be final and binding upon
all Optionees, the Company and all other interested persons.
<PAGE>
ARTICLE III
ELIGIBILITY AND GRANTING OF OPTIONS
3.1 ELIGIBILITY --
(a) Options to purchase shares of Stock shall be
granted under this Plan only to Key Employees of the Company
and its Subsidiaries.
(b) Incentive Stock Option - Ownership Limitation
-- Notwithstanding the provisions of subsection (a), no
Incentive Stock Option shall be granted under this Plan to
any Employee of the Company or its Subsidiaries who,
immediately before the Option is granted, owns (either
directly or by application of the rules contained in Section
424(d) of the Code) stock possessing more than 10% of the
total combined voting power of all classes of stock of the
Company or its Subsidiaries. This ownership limitation
shall not apply if at the time the Incentive Stock Option is
granted (i) the option price is at least 110% of the fair
market value of the stock subject to such Incentive Stock
Option, and (ii) such Incentive Stock Option will expire no
later than five years from the date on which it is granted.
3.2 GRANTING OF OPTIONS --
(a) The Board shall from time to time and in its
absolute discretion:
(i) Determine which Key Employees
(including those to whom Options have been previously granted
under the Plan) should be granted Options;
(ii) Determine the number of shares to be
subject to such Options granted to such selected Key
Employees, and determine whether such Options are to be
Incentive Stock Options or Nonqualified Stock Options;
and
(iii) Determine the terms and conditions
of such Options, consistent with the Plan.
(b) Upon the selection of a Key Employee to be
granted an Option, the Board shall grant such Option and may
impose such conditions on the grant of such Option as it
deems appropriate. Without limiting the generality of the
preceding sentence, the Board may, in its discretion and on
such terms as it deems appropriate, require as a condition
on the grant of an Option to an Optionee that the Optionee
surrender for cancellation some or all of the unexercised
Options which have been previously granted to him. An Option
the grant of which is conditioned upon such surrender may
have an option price lower (or higher) than the option price
of the surrendered Option, may cover the same (or a lesser
or greater) number of shares as the surrendered Option, may
contain such other terms as the Board deems appropriate and
shall be exercisable in accordance with its terms, without
regard to the number of shares, price, option period or any
other term or condition of the surrendered Option.
<PAGE>
(c) No Option may be granted hereunder after ten
(10) years from the earlier of (i) the date the Plan is
adopted by the Board or (ii) the date the Plan is approved
by the stockholders of the Company.
(d) An Option shall be deemed granted on the date
the Board approves the granting of such Option; provided,
however, that any Option shall terminate thirty (30) days
after the date upon which it shall have been granted unless
a Stock Option Agreement duly executed by the Optionee shall
have been redelivered to the Company within such thirty (30)
day period.
ARTICLE IV
TERMS OF OPTION
4.1 OPTION AGREEMENT -- Each Option shall be evidenced
by a written Stock Option Agreement, which shall be executed by
the Optionee and an authorized officer of the Company. The terms
and conditions of a Stock Option Agreement shall be consistent
with the Plan, but the Board shall have the power and authority
to include such other terms and conditions which are not
inconsistent with the Plan. Stock Option Agreements evidencing
Incentive Stock Options shall contain such terms and conditions
as may be necessary to qualify such Options as "incentive stock
options" under Section 422 of the Code.
4.2 OPTION PRICE --
(a) The price of the shares subject to each Option
shall be determined by the Board and set forth in the respective
Stock Option Agreement; provided, however, that the price per
share for shares subject to an Incentive Stock Option shall be
not less than 100% of the fair market value of such shares on the
date such Incentive Stock Option is granted; provided, further,
that with respect to an Incentive Stock Option the price per
share shall not be less than 110% of the fair market value of
such shares on the date such Incentive Stock Option is granted in
the case of an Optionee then owning (within the meaning of
Section 424(d) of the Code) more than 10% of the total combined
voting power of all classes of stock of the Company or its
Subsidiaries.
(b) For the purpose of this Agreement, the fair
market value of a share of the Stock as of a given date
shall be:
(i) the closing price of a share of the
Stock on the principal exchange on which shares of the
Stock are then trading, if any, on the day previous to
such date, or, if shares were not traded on the day
previous to such date, then on the next preceding
trading day during which a sale occurred;
(ii) if the Stock is not traded on an
exchange but is quoted on NASDAQ or a successor
quotation system,
<PAGE>
1) the last sales price (if the
Stock is then listed as a National Market Issue
under the NASD National Marketing System), or
2) the mean between the closing
representative bid and asked prices (in all other
cases) for the Stock on the day previous to such
date as reported by NASDAQ or such successor
quotation system;
(iii) if the Stock is not publicly traded
on an exchange and is not quoted on NASDAQ or a
successor quotation system, the mean between the
closing bid and asked prices for the Stock, on the day
previous to such date, as determined in good faith by
the Board; or
(iv) if the Stock is not publicly traded,
the fair market value established by the Board acting in
good faith.
4.3 PERIOD AND EXERCISE OF OPTION --
(a) PERIOD -- Subject to the provisions of the
Stock Option Agreement and the other restrictions contained
in the Plan, an Option shall become exercisable at such
times and in such installments (which may be cumulative) as
the Board shall provide in the terms of each individual
Option, and the period during which such Option (or
installment) may be exercised shall terminate at such times
as the Board shall provide in the terms of each individual
Option. The Board may adopt a resolution after an Option is
granted and on such terms and conditions as it deems
appropriate whereby the time during which such Option or any
portion thereof may be exercised is accelerated. No Option
may be exercised to any extent by anyone after the first to
occur of the following events:
(i) in the case of an Incentive Stock
Option, the expiration of ten (10) years from the date
the Incentive Stock Option is granted;
(ii) if an Optionee owned (either directly
or by application of the rules contained in Section 425(d)
or the Code) stock possessing more than 10% of the
total combined voting power of all classes of stock of
the Company or its Subsidiaries immediately before an
Incentive Stock Option is granted to such Optionee,
then the expiration of five (5) years from the date the
Incentive Stock Option is granted;
(iii) the time of the Optionee's
Termination of Employment unless such Termination of
Employment results from his death, Permanent Disability
or Retirement;
(iv) the expiration of thirty (30) days from
the time of the Optionee's Termination of Employment by
reason of his Permanent Disability or Retirement;
<PAGE>
(v) the expiration of ninety (90) days from
the time of the Optionee's Termination of Employment by
reason of his death; or
(vi) the Optionee shall engage in willful
misconduct which injures the Company or any of its
Subsidiaries.
Except as set forth in subsections (iii), (iv) and
(v) above, an Incentive Stock Option shall not be
exercisable during the Option Period unless the Optionee
shall have been continuously employed by the Company or a
Subsidiary from the date the Incentive Stock Option was
granted until its date of exercise.
Upon expiration of the Option Period, as
accelerated if applicable, the Option shall terminate with
respect to all shares of Stock not already actually
purchased and paid for in full by the Optionee.
(b) PERSONS ELIGIBLE TO EXERCISE -- An Option
granted hereunder (or portion thereof) shall be exercisable
only by the Optionee; provided, however, that in the event
of an Optionee's death, the heirs, executors or personal
representatives of such Optionee may exercise the Option.
(c) PARTIAL EXERCISE -- Any exercisable portion
of the Option or the entire Option, if then wholly
exercisable, may be exercised in whole or in part during the
applicable Option Period; provided, however, that the
Company shall not be required to issue fractional shares and
the Board may, by the terms of the Option, require any
partial exercise to be with respect to a specified minimum
number of shares.
(d) MANNER OF EXERCISE -- An exercisable Option,
or any exercisable portion thereof, may be exercised solely
by delivery to the Secretary of the Company or his office of
all of the following prior to the time when such Option or
portion thereof becomes unexercisable under the terms of
this Plan or the applicable Stock Option Agreement:
(i) Notice in writing signed by the Optionee
or other person then entitled to exercise such Option
or portion thereof, stating that such Option or portion
thereof is exercised, such notice complying with all
applicable rules established by the Board;
(ii) Full payment (in cash or by check) for
the shares with respect to which such Option or portion
thereof is exercised;
(iii) Such representations and documents
as the Board, in its absolute discretion, deems
necessary or advisable to effect compliance with all
applicable provisions of the Securities Act and any
other federal or state securities laws or regulations.
The Board may, in its absolute discretion, also take
whatever additional actions it deems appropriate to
effect such compliance including, without <PAGE>
limitation, placing legends on share certificates and issuing
stop-transfer orders to transfer agents and registrars;
(iv) Full payment (in cash or by check) to
the Company of all amounts which, under federal, state
or local law, it is required to withhold in connection
with the exercise of the Option; and
(v) In the event the Option or portion
thereof shall be exercised by any person or persons
other than the Optionee, appropriate proof of the right
of such person or persons to exercise the Option.
4.4 CONDITIONS TO ISSUANCE OF STOCK CERTIFICATES --
The Company shall not be required to issue or deliver any
certificate or certificates for shares of Stock purchased upon
the exercise of any Option or portion thereof prior to
fulfillment of all of the following conditions:
(a) The completion of any registration or other
qualification of or notice regarding such shares under any
state or federal law or under the rules or regulations of
the Securities and Exchange Commission or any other
governmental regulatory body, which the Board shall, in its
absolute discretion, deem necessary or advisable;
(b) The obtaining of any approval or other
clearance from any state or federal governmental agency
which the Board shall, in its absolute discretion, determine
to be necessary or advisable; and
(c) The lapse of such reasonable period of time
following the exercise of the Option as the Board may
establish from time to time for reasons of administrative
convenience, provided that, upon issuance, the shares shall
be considered issued and outstanding as of the date such
Option was exercised.
4.5 RIGHTS AS STOCKHOLDERS -- The holders of Options
shall not be, nor have any of the rights or privileges of,
stockholders of the Company in respect of any shares purchasable
upon the exercise of any part of an Option unless and until
certificates representing such shares have been issued by the
Company to such holders.
4.6 MERGER, CONSOLIDATION, ACQUISITION, LIQUIDATION OR
DISSOLUTION -- In the event the Company shall not be the
surviving corporation in any merger, consolidation, or
reorganization, or in the event of acquisition by another
corporation of all or substantially all of the assets of the
Company, every Option outstanding hereunder may be assumed (with
appropriate changes) by the surviving, continuing, successor or
purchasing corporation, as the case may be, subject to any
applicable provisions of the Code or replaced with new Options of
comparable value (in accordance with Section 424(a) of the Code).
In the event (i) that such surviving, continuing, successor or
purchasing corporation, as the case may be, does not assume or
replace the outstanding Options hereunder, or (ii) of liquidation
or dissolution of the Company, the Board may provide that each
Optionee shall have the right, within a period commencing not
more than thirty (30) days immediately prior to and ending on the
day immediately prior to such merger, consolidation, <PAGE>
reorganization or acquisition by another corporation of all or
substantially all of the assets of the Company or the liquidation
or dissolution of the Company, to exercise the Optionee's
outstanding Options to the extent of all or any part of the
aggregate number of shares subject to such Option(s). In the
event of a "Change of Control" (as defined below), the Board may
accelerate the time at which Options granted under this Plan may
be exercised by the Optionee. For purposes of this Section 4.6,
"Change of Control" shall mean a change in control of a nature
that would be required to be reported in response to Item 5(f) of
Schedule 14A of Regulation 14A (in effect on the date hereof)
promulgated under the Securities Exchange Act of 1934, as in
effect on the date hereof; provided, however, that, without
limitation, such a Change of Control shall be deemed to occur
when either (i) a person (other than a current stockholder, or a
Director nominated or selected by the Board or an Officer elected
by the Board) acquires beneficial ownership (as defined by
Securities and Exchange Commission Rule 13d-3) of 25% or more of
the combined voting power of the Company's voting securities, or
(ii) less than a majority of the Directors are persons who were
either nominated or selected by the Board.
4.7 TRANSFER RESTRICTIONS -- Unless otherwise approved
in writing by the Board, no shares acquired upon exercise of any
Option by any Officer may be sold, assigned, pledged, encumbered
or otherwise transferred until at least six (6) months have
elapsed from (but excluding) the date that such Option was
granted. The Board, in its absolute discretion, may impose such
other restrictions on the transferability of the shares
purchasable upon the exercise of an Option as it deems
appropriate. Any such other restriction shall be set forth in
the respective Stock Option Agreement and may be referred to on
the certificates evidencing such shares. The Board may require
the Employee to give the Company prompt notice of any disposition
of shares of stock, acquired by exercise of an Incentive Stock
Option, within two (2) years from the date of granting such
Option or one (1) year after the transfer of such shares to such
Employee. The Board may direct that the certificates evidencing
shares acquired by exercise of an Option refer to such
requirement to give prompt notice of disposition.
ARTICLE V
ADMINISTRATION
5.1 DUTIES AND POWERS OF THE BOARD -- The Board shall
have the power to interpret this Plan and any Stock Option
Agreement and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent
herewith and to interpret, amend, or revoke any such rules. Any
such interpretations and rules in regard to Incentive Stock
Options shall be consistent with the basic purpose of the Plan to
grant "incentive stock options" within the meaning of Section
42(d) of the Code. No member of the Board shall be personally
liable for any action, determination or interpretation made in
good faith with respect to this Plan or an Option.
5.2 EXPENSES: INDEMNIFICATION -- All reasonable
expenses and liabilities actually incurred in connection with the
administration of the Plan shall be borne by the Company. The
Board may employ attorneys, consultants, accountants, appraisers,
brokers or other persons. The Company and its Officers and
Directors shall be fully justified in relying, or acting in good
faith upon the advice, opinion, valuations or information
furnished by such persons. All actions taken and all
interpretations and determinations made by the Board in good
faith shall be final and binding upon all Optionees, the <PAGE>
Company and all other interested persons. Each person who is or shall
have been a member of the Board shall be indemnified and held
harmless by the Company against and from any and all loss, cost,
liability or expense that may be imposed upon or reasonably
incurred by such person in connection with or resulting from any
claim, action, suit or proceeding to which such person may be or
becomes a party or in which such person may be or becomes
involved by reason of any action taken or failure to act under
the Plan and against and from any and all amounts paid by such
person in settlement thereof (with the Company's written
approval) or paid by such person in satisfaction of a judgment in
any such action, suit or proceeding, except a judgment in favor
of the Company based upon a finding of such person's lack of good
faith; subject, however, to the condition that upon the
institution of any claim, action, suit or proceeding against such
person, such person shall, in writing, give the Company notice
and an opportunity, at its own expense, to handle his own
defense. The foregoing right of indemnification shall not be
exclusive of any other right to which such person may be entitled
as a matter of law or otherwise or any other right or power that
the Company may have to indemnify or hold such person harmless.
ARTICLE VI
MISCELLANEOUS
6.1 OPTIONS NOT TRANSFERABLE -- Neither an Option nor
any interest or right therein or part thereof shall be liable for
the debts, contracts or engagements of the Optionee or his
successors in interest or shall be subject to disposition by
transfer, alienation, anticipation, pledge, encumbrance,
assignment or any other means whether such disposition is
voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition
thereof shall be null and void and of no effect; provided,
however, that this Section 6.1 shall not prevent transfers by
will or by the applicable laws of descent and distribution.
6.2 AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN --
No Option shall be granted pursuant to this Plan after May 31,
2002, on which date this Plan will terminate except as to Options
then outstanding under the Plan. Options outstanding as of May
31, 2002, shall remain in effect until they are exercised or they
expire. The Board may at any time before such date amend, modify
or terminate the Plan; provided, however, that, except as
provided in Section 2.4, the Board may not, without further
approval by the holders of a majority of the issued and
outstanding shares of Stock,
(a) increase the maximum number of shares of
Stock as to which Options may be granted pursuant to this
Plan,
(b) change the class of Employees eligible to be
granted options pursuant to this Plan,
(c) extend the period during which Options may be
granted or exercised,
(d) change the provisions of Article IV hereof
with respect to the determination of the option price, other
than to change the manner of determining the fair <PAGE> market
value of shares of Stock to conform with any then applicable
provisions of the Code or the regulations issued thereunder,
or
(e) amend or modify the Plan in a manner
requiring shareholder approval under Rule 16b-3.
No amendment, modification or termination of this Plan may
adversely affect the rights of any Optionee under any then
outstanding Option granted hereunder without the consent of such
Optionee.
6.3 APPROVAL OF PLAN BY SHAREHOLDERS -- This Plan will
be submitted for the approval of the Company's shareholders
within twelve (12) months after the date of the Board's initial
adoption of the Plan and thereafter at any such time as may be
required under the Code, Securities Act or the Exchange Act.
Options may be granted prior to such shareholder approval;
provided, however, that (a) such Options shall not be exercisable
prior to the time when the shareholders shall have approved the
Plan, and (b) if the shareholders have not approved the Plan by
the end of the twelve (12) month period, all Options previously
granted under the Plan shall thereupon be canceled and become
null and void.
6.4 EFFECT OF PLAN UPON OTHER COMPENSATION PLANS --
Nothing in this Plan shall be construed to limit the right of the
Company (a) to establish any other forms of incentive or other
compensation for Employees, or (b) to grant or assume options
otherwise than under this Plan in connection with any proper
corporate purpose including, without limitation, the grant or
assumption of options in connection with the acquisition by
purchase, lease, merger, consolidation or otherwise, of the
business, stock or assets of any corporation, firm or
association.
6.5 EFFECT OF PLAN UPON EMPLOYMENT -- Nothing in this
Plan shall be construed as an obligation of the Company or its
Subsidiaries to continue the employment of any Employee.
6.6 TITLES -- Titles are provided herein for
convenience only and are not to serve as a basis for
interpretation or construction of this Plan.
6.7 GOVERNING LAW -- The laws of the State of Kansas
shall govern the interpretation, validity and performance of the
terms of this Plan regardless of the law that might be applied
under principles of conflicts of laws.
6.8 CONFORMITY TO SECURITIES LAWS -- The Plan is
intended to conform to the extent necessary with all provisions
of the Securities Act and the Exchange Act, and any and all
regulations and rules promulgated by the Securities and Exchange
Commission thereunder including, without limitation, Rule 16b-3.
Notwithstanding anything herein to the contrary, the Plan shall
be administered, and Options shall be granted and may be
exercised, only in such manner as to conform to such laws, rules
and regulations. To the extent permitted by applicable law, the
Plan and Options granted hereunder shall be deemed amended to the
extent necessary to conform to such laws, rules and regulations.
EXHIBIT 4.5
LAYNE CHRISTENSEN COMPANY
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT dated _____________ ____ , 19___ (the
"Granting Date"), is made by and between Layne Christensen
Company, a Delaware corporation (the "Company"), and
___________________________ (the "Optionee").
WHEREAS, the Company has adopted the 1992 Stock Option
Plan of Layne Christensen Company (the "Plan") pursuant to which
the Company may, from time to time, grant options to key
employees to purchase shares of the Company's common stock;
WHEREAS, the Stock Option Committee has determined that
the Optionee is a key employee of the Company or a Subsidiary who
has made or is expected to make a significant contribution to the
Company or a Subsidiary; and
WHEREAS, the Company desires to grant to the Optionee
an incentive stock option (under Section 422 of the Internal
Revenue Code of 1986, as amended) to purchase shares of the
Company's common stock on the terms and conditions hereinafter
set forth;
NOW, THEREFORE, in consideration of the mutual
covenants contained herein and other good and valuable
consideration, the receipt of which is hereby acknowledged, the
parties hereto agree as follows:
1. INCORPORATION OF PLAN. The Plan is attached
hereto as EXHIBIT A and incorporated herein by this reference,
and all of the terms and conditions therein shall be deemed to be
included as part of the terms and conditions of this Agreement.
In the event of a conflict, the terms and conditions of the Plan
shall control. All terms used herein which are defined in the
Plan shall have the meanings given them in the Plan.
2. GRANT OF STOCK OPTION. The Company hereby grants
the Optionee an option (the "Option") to purchase at the times
hereinafter set forth, in one or more exercises, all or any part
of an aggregate of ____________ shares of the Company's common
stock (the "Shares") for an exercise price of $___________ per
share.
3. CONSIDERATION TO THE COMPANY. In consideration of
the granting of this Option by the Company, the Optionee agrees
to render faithful and efficient services to the Company or a
Subsidiary, with such duties and responsibilities as the Company
shall from time to time prescribe. Nothing in this Agreement or
in the Plan shall confer upon the Optionee any right to continue
in the employ of the Company or any Subsidiary or shall interfere
with or restrict in any way the rights of the Company and its
Subsidiaries, which are hereby expressly reserved, to discharge
the Optionee at any time for any reason whatsoever, with or
without cause. In addition, nothing in this <PAGE> Agreement or in the
Plan shall require the Optionee to continue in the employ of the
Company or any Subsidiary.
4. TIMING AND MANNER OF EXERCISE. The Option shall
be and become exercisable as follows: 20% on the day after the
first anniversary of the Granting Date, 40% on the day after the
second anniversary of the Granting Date, 60% on the day after the
third anniversary of the Granting Date, 80% on the day after the
fourth anniversary of the Granting Date, and 100% on the day
after the fifth anniversary of the Granting Date.
Provided, however, that the Option shall be 100%
exercisable upon and after a "Change in Control." A Change in
Control shall be deemed to exist if during any 24-month period,
individuals who at the beginning of such period constituted the
Company's Board of Directors (together with any new directors
whose election by the Company's Board of Directors or whose
nomination for election by the Company's shareholders was
approved by a vote of a majority of the directors who either were
directors at the beginning of such period or whose election or
nomination was previously so approved) cease for any reason to
constitute a majority of the Board of Directors of the Company;
provided, however, that any such change in the composition of the
Board of Directors shall not constitute a Change in Control if it
occurs in connection with any public offering of any shares of
Stock held by Marley Holdings, L.P., a Delaware limited
partnership, and/or Kohlberg Kravis Roberts & Co., L.P. and/or
any of their affiliates.
No additional portion of the Option shall become
exercisable after the Optionee's Termination of Employment.
The Option shall expire as to all of the Shares ten
(10) years after the Granting Date except the Option (or a
portion thereof) shall terminate earlier as provided in Section
4.3(a) of the Plan.
The Optionee may exercise the Option for all or any
part of the Shares subject to each installment listed above on or
after the respective exercise date listed above by delivering to
the Company a written notice in accordance with Section 4.3(d) of
the Plan.
5. NOTICES. Any notice to be given under the terms
of this Agreement to the Company shall be addressed to the
Secretary of the Company at Layne Christensen Company, 1900
Shawnee Mission Parkway, Mission Woods, Kansas 66205, and any
notice to be given to the Optionee shall be addressed to him at
the address given beneath his signature hereto. By a notice
given pursuant to this Section 5, either party may hereafter
designate a different address for notices to be given to him.
Any notice which is required to be given to the Optionee shall,
if the Optionee is then deceased, be given to the Optionee's
personal representative if such representative has previously
informed the Company of his status and address by written notice
under this Section 5. Any notice shall be deemed duly given when
enclosed in a properly sealed envelope or wrapper addressed as
aforesaid, deposited (with postage prepaid) in a post office or
branch post office regularly maintained by the United States
Postal Service.
<PAGE>
6. NOTIFICATION OF DISPOSITION. The Optionee shall
give prompt notice to the Company of any disposition or other
transfer of any shares of stock acquired under this Agreement if
such disposition or transfer is made (a) within two (2) years
from the Granting Date of the Option with respect to such shares
or (b) within one (1) year after the transfer of such shares to
him. Such notice shall specify the date of such disposition or
other transfer and the amount realized, in cash, other property,
assumption of indebtedness or other consideration, by the
Optionee in such disposition or other transfer.
7. TITLES. Titles are provided herein for
convenience only and are not to serve as a basis for
interpretation or construction of this Agreement.
8. AMENDMENT. This Agreement may be amended only by
a writing executed by the parties hereto which specifically
states that it is amending this Agreement.
9. GOVERNING LAW. The laws of the State of Kansas
shall govern the interpretation, validity and performance of the
terms of this Agreement regardless of the law that might be
applied under principles of conflicts of laws.
10. NON-ASSIGNABILITY. Except as otherwise provided
herein or in the Plan, the Option and the rights and privileges
conferred hereby shall not be transferred, assigned, pledged or
hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment, or
similar process. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of the Option, or of any right
or privilege conferred hereby, or upon the levy of any attachment
or similar process upon the rights and privileges conferred
hereby, contrary to the provisions hereby, this Option and the
rights and privileges conferred hereby shall immediately become
null and void.
11. BINDING EFFECT. Except as expressly stated herein
to the contrary, the Agreement shall be binding upon and inure to
the benefit of the respective heirs, legal representatives,
successors and assigns of the parties hereto.
<PAGE>
IN WITNESS WHEREOF, this Agreement has been executed
and delivered by the parties hereto.
THE COMPANY: LAYNE CHRISTENSEN COMPANY
By:
Name:
Its:
THE OPTIONEE:
Name:
Address of the Optionee:
EXHIBIT 5
May 6, 1998
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 May 6,1998, for
the purpose of registering under the Securities Act of 1933, as
amended, 500,000 shares of Common Stock, par value $.01 per share
("Common Stock"), of the Company. Said 500,000 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 1992 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
500,000 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 non assessable.
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
EXHIBIT 24.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Layne Christensen Company on Form S-8 of our reports
dated March 31, 1998, appearing in the Annual Report on Form 10-K
of Layne Christensen Company for the year ended January 31, 1998.
/s/ Deloitte & Touche LLP
Kansas City, Missouri
May 6, 1998
