As filed with the Securities and Exchange Commission May 22, 1998
Registration Statement 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 (I.R.S.Employer
of incorporation or organization) 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)
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
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 registraton
registered registered share (1) price (1) fee
Common Stock 400,000 $14.375 $5,750,000 $1,743
$.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 No. 333-20801 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, (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 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 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 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 date indicated.
SIGNATURE AND TITLE DATE
/s/ Andrew B. Schmitt May 22, 1998
Andrew B. Schmitt
President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Jerry W. Fanska May 22, 1998
Jerry W. Fanska
Vice President - Finance and Treasurer
(Principal Financial & Accounting Officer)
<PAGE>
/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 1996 ___
District Stock Option Plan
4.5 Layne Christensen Company 1996 ___
District Stock Option Agreement
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.
23.1 Consent of the Registrant's ___
Independent Accountants.
23.2 Consent of Kent B. Magill, the ___
Registrant's Counsel (contained
in the Opinion of Counsel
filed as Exhibit 5).
25 Power of Attorney (included on ___
Signature page hereto)
* Incorporated herein by reference.
EXHIBIT 4.4
LAYNE CHRISTENSEN COMPANY
1996 DISTRICT 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 its
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 1996
District 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 which
are intended to be Nonqualified Stock Options. The Plan is
adopted, as follows, effective July 16, 1996, 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 COMMITTEE--The "Committee" shall mean the
administrative committee of the Plan selected by the Board.
1.4 COMPANY--"Company" shall mean Layne Christensen
Company, a Delaware corporation.
1.5 EMPLOYEE--An individual employed by the Company or
a Subsidiary.
1.6 KEY EMPLOYEE--"Key Employee" shall mean any
Employee of the Company who, in the sole discretion of the
Committee, has made or is expected to make, a significant
contribution to the Company; provided, however, that Directors
and Officers shall not be eligible to participate in this Plan.
1.7 NONQUALIFIED STOCK OPTION--"Nonqualified Stock
Option" shall mean an option granted hereunder which is not
qualified under Section 422 of the Code as an incentive stock
option.
<PAGE>
1.8 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.
1.9 OPTION--"Option" shall mean an option to purchase
common stock of the Company granted under the Plan.
1.10 OPTIONEE--"Optionee" shall mean an Employee to whom
an Option has been granted under the Plan.
1.11 OPTION PERIOD--"Option Period" shall mean the
period during which an Option may be exercised as determined by
the Committee under the terms of Section 4.3(a) hereof.
1.12 PERMANENT DISABILITY--"Permanent Disability" shall
mean a condition of permanent disability as determined in good
faith by a majority of the Committee.
1.13 PLAN--"Plan" shall mean the 1996 District Stock
Option Plan of the Company.
1.14 RETIREMENT--"Retirement" shall mean retirement from
the Company at age 62 or older (or such earlier age as may be
approved by the Board).
1.15 SECURITIES ACT--"Securities Act" shall mean the
Securities Act of 1933, as amended.
1.16 STOCK--"Stock" or "shares" shall mean shares of the
common stock of the Company.
1.17 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.
1.18 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 Committee, 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.
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 2.3 hereof, the aggregate number of shares of stock which
may be issued under this Plan shall not exceed 650,000. 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.
<PAGE>
2.2 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
Section 2.1.
2.3 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 Committee 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. Such
adjustment in an outstanding Option shall be made with any
necessary corresponding adjustment in the Option exercise 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
Committee shall be final and binding upon all Optionees, the
Company and all other interested persons.
ARTICLE III
ELIGIBILITY AND GRANTING OF OPTIONS
3.1 ELIGIBILITY--Options to purchase shares of Stock
shall be granted under this Plan only to Key Employees of the
Company and its Subsidiaries.
3.2 GRANTING OF OPTIONS--
(a) The Committee 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;
(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 Committee 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 Committee 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 deliver to the Company cash consideration for such
option and/or surrender for cancellation some or all of the
unexercised Options which have been previously granted to
him. An Option, the grant of <PAGE> which is conditioned upon such
surrender, may have an option exercise price lower (or
higher) than the option exercise 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 Committee deems appropriate and shall be
exercisable in accordance with its terms, without regard to
the number of shares, exercise price, option period or any
other term or condition of the surrendered Option.
(c) No Option may be granted hereunder after ten
(10) years from the date the Plan is adopted by the Board.
(d) An Option shall be deemed granted on the date
the Committee 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 Committee shall have the power and authority to
include such other terms and conditions which are not
inconsistent with the Plan. The Committee may, in its
discretion, incorporate different terms and conditions in the
Stock Option Agreement offered to each Optionee consistent with
this Section 4.1.
4.2 OPTION EXERCISE PRICE The exercise price of the
shares subject to each Option shall be determined by the
Committee and set forth in the respective Stock Option Agreement.
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
Committee 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 Committee shall provide in the terms of each
individual Option. The Committee 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) the expiration of ten (10) years from
the date the Option is granted;
<PAGE>
(ii) the time of the Optionee's
Termination of Employment unless such Termination of
Employment results from his death, Permanent Disability
or Retirement;
(iii) the expiration of thirty (30) days
from the time of the Optionee's Termination of
Employment by reason of his Permanent Disability or
Retirement;
(iv) the expiration of ninety (90) days from
the time of the Optionee's Termination of Employment by
reason of his death; or
(v) the Optionee shall engage in willful
misconduct which injures the Company or any of its
Subsidiaries as determined by the Committee.
Except as set forth in subsections (ii), (iii) and
(iv) above, an 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 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 Committee
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 Committee;
(ii) Full payment (in cash or by check) of
the exercise price for the shares with respect to which
such Option or portion thereof is exercised;
<PAGE>
(iii) Such representations and documents
as the Committee, 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 Committee may, in its absolute discretion, also
take whatever additional actions it deems appropriate
to effect such compliance including, without
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 Committee 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
Committee 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 Committee 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, <PAGE> 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 Committee 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,
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 Committee
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
6(e) 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 The Committee, in its
absolute discretion, may impose such restrictions on the
transferability of the shares purchasable upon the exercise of an
Option as it deems appropriate. Any such restriction shall be
set forth in the respective Stock Option Agreement and may be
referred to on the certificates evidencing such shares.
ARTICLE V
ADMINISTRATION
5.1 DUTIES AND POWERS OF COMMITTEE The Committee 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. No
member of the Committee shall be personally liable for any
action, determination or interpretation made in good faith with
respect to this Plan or an Option.
5.2 MAJORITY RULE The Committee shall act by a
majority of its members in office. The Committee may act either
by a vote at a meeting or by a memorandum or other written
instrument signed by a majority of the Committee.
5.3 EXPENSES: INDEMNIFICATION All reasonable expenses
and liabilities actually incurred in connection with the
administration of the Plan shall be borne by the Company. The
Committee may employ attorneys, consultants, accountants,
appraisers, brokers or other persons. The Committee, 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
Committee in good faith shall be final and binding upon all
Optionees, the Company and all other interested persons. Each
person who is or shall have been a member of the Committee shall
be indemnified and held harmless by the <PAGE> 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 July
16, 2006, on which date this Plan will terminate except as to
Options then outstanding under the Plan. Options outstanding as
of July 16, 2006, shall remain in effect until they are exercised
or they expire. The Committee may at any time before such date
amend, modify or terminate the Plan.
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 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.
6.4 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.
<PAGE>
6.5 TITLES Titles are provided herein for convenience
only and are not to serve as a basis for interpretation or
construction of this Plan.
6.6 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.
6.7 CONFORMITY TO SECURITIES LAWS The Plan is intended
to conform to the extent necessary with all provisions of the
Securities Act and the Securities Exchange Act of 1934, as
amended, and any and all regulations and rules promulgated by the
Securities and Exchange Commission thereunder. 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
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT dated ________________ (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 Layne Christensen
Company 1996 District Stock Option Plan (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 a
nonqualified stock option 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 (calculated as provided in
Section 4 below) of the Company's common stock (the "Shares") for
an exercise price of $_______ per share (calculated as provided
in Section 4 below).
3. CONSIDERATION TO THE COMPANY. In consideration of
the granting of this Option by the Company, the Optionee agrees
to pay to the Company $___________ per share (calculated as set
forth in Section 4 below) for a total payment of $_____________,
and 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 <PAGE> 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 Agreement or in the
Plan shall require the Optionee to continue in the employ of the
Company or any Subsidiary.
4. METHOD OF CALCULATING SHARES, PURCHASE PRICE AND
EXERCISE PRICE. The number of shares covered by this grant, the
purchase price to be paid by the optionee for the grant and the
exercise price per share for the Option shall be determined as
follows:
(i) EXERCISE PRICE. The price of the shares
subject to the Option as set forth in Section 2 above upon
exercise by the Optionee shall be equal to the Stock Price
(as hereinafter defined) multiplied by 0.75. Stock Price
shall mean the lower of (i) the average closing price (as
reported in THE WALL STREET JOURNAL or its equivalent) of
the Company's common stock on each trading day during the
last month of the Company's fiscal year, and (ii) the
average closing price (as reported in THE WALL STREET
JOURNAL or its equivalent) for the twenty (20) trading days
immediately preceding the final determination of the amount
of the incentive award by the Company in accordance with the
Layne Christensen Company District Incentive Compensation
Plan (the "District IC Plan").
(ii) OPTION PURCHASE PRICE. The per share
purchase price for the Option shall be the Stock Price
multiplied by 0.25.
(iii) NUMBER OF SHARES. The number of shares
subject to the Option shall be the quotient resulting from
the division of (x) fifty percent (50%) of the total value
of the Optionee's incentive award under the District IC Plan
(after deducting withholdings required by law, including any
tax required by a governmental entity), by (y) the per share
purchase price as calculated under (ii) above.
5. 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.
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.
<PAGE>
6. REIMBURSEMENT UPON CESSATION OF EMPLOYMENT. In
the event the Optionee's employment with the company ends for
whatever reason (including, without limitation, death,
disability, retirement, resignation or termination, with or
without cause) (collectively, the "Termination") prior to full
vesting of the Option as provided in Section 4 above, the Company
shall reimburse the Optionee an amount equal to the number of
shares for which the Option has not vested as of the date of the
Termination multiplied by $_________ per share. No interest will
be paid by the Company on the monies reimbursed to the Optionee
under this Section 6. Such reimbursement shall be paid by the
Company within ten (10) business days following the effective
date of the termination.
7. 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.
8. TITLES. Titles are provided herein for
convenience only and are not to serve as a basis for
interpretation or construction of this Agreement.
9. AMENDMENT. This Agreement may be amended only by
a writing executed by the parties hereto which specifically
states that it is amending this Agreement.
10. 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.
11. 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.
12. 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: A. B. Schmitt
Its: President
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, 400,000 shares of Common Stock, par value $.01 per share
("Common Stock"), of the Company. Said 400,000 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
400,000 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 23.1
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
