As filed with the Securities and Exchange Commission
October 14, 1999
Registration Statement No. 33-54064
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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LAYNE CHRISTENSEN COMPANY
(Exact name of registrant as specified in its charter)
Delaware 48-0920712
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(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
CAPITAL ACCUMULATION PLAN
-------------------------
(Full title of the plan)
KENT B. MAGILL, LAYNE CHRISTENSEN COMPANY
1900 SHAWNEE MISSION PARKWAY, MISSION WOODS, KANSAS 66205
(Name and address of agent for service)
(913) 362-0510
(Telephone number, including area code, of agent for service)
Please send copies of all correspondence to:
Layne Christensen Company
1900 Shawnee Mission Parkway
Mission Woods, Kansas 66205
Attn: Kent B. Magill, Vice President and General Counsel
(913) 362-0510
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<TABLE>
CALCULATION OF REGISTRATION FEE
--------------------------------
<CAPTION>
Proposed Proposed
Title of maximum maximum Amount
Securities Amount offering aggregate of
to be to be price per offering registration
registered registered share (1) price (1) fee
- -------------- --------------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
Shares of
Common Stock
$.01 par value 150,000 shares(2) $ 8.31 $1,246,500 $ 346.53
=============================================================================
(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 high and low prices of the Common Stock
on October 11, 1999, in the over-the-counter market as
quoted on the National Association of Securities Dealers
Automated Quotation National Market System.
(2) The provisions of Rule 416 shall apply to this registration
statement and the number of shares registered on this
registration statement automatically shall increase or
decrease as a result of stock splits, stock dividends on
similar transactions.
Pursuant to General Instruction E to Form S-8, the contents of
Registration Statement No. 33-54064 are incorporated herein by
reference.
</TABLE>
<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,
1999; (ii) the quarterly reports on Form 10-Q for the quarters
ended April 30, 1999, and July 31, 1999; and (iii) the
description of the Common Stock contained in the Company's
Registration Statement on Form 8-A (File No. 0-20578), including
any amendments or reports filed for the purpose of updating such
description.
Additionally, all documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
after the date hereof and prior to the termination of the Layne
Christensen Capital Accumulation 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 September
24, 1999, Mr. Magill owned 17,361 shares of the Registrant's
common stock and has been granted options exercisable with
respect to an additional 129,367 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 bylaws, 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 (i)
breaches of their duty of loyalty to the Company or its
stockholders, (ii) acts or omissions not in good faith or which
involve intentional misconduct or knowing violations of law,
(iii) under Section 174 of the DGCL (unlawful payment of
dividends) or (iv) 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>
The Registrant hereby undertakes to submit the Plan
documents and all amendments thereto to the Internal Revenue
Service ("IRS") in a timely manner and to make all changes
required by the IRS in order to qualify the Plan.
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; and
(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
<PAGE>
offering of such securities at that time shall be
deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of
a post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant, pursuant to the
foregoing provisions or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Mission Woods, State of Kansas, on October 14,
1999.
LAYNE CHRISTENSEN COMPANY
By: /s/ A. 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
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/s/ A. B. Schmitt October 14, 1999
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Andrew B. Schmitt
President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Jerry W. Fanska October 14, 1999
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Jerry W. Fanska
Vice President - Finance and Treasurer
(Principal Financial & Accounting Officer)
<PAGE>
/s/ Robert J. Dineen October 14, 1999
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Robert J. Dineen
Director
/s/ Todd A. Fisher October 14, 1999
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Todd A. Fisher
Director
/s/ Edward A. Gilhuly October 14, 1999
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Edward A. Gilhuly
Director
/s/ Donald K. Miller October 14, 1999
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Donald K. Miller
Director
/s/ Sheldon R. Erikson October 14, 1999
- -----------------------------------------------
Sheldon R. Erikson
Director
<PAGE>
INDEX TO EXHIBITS
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ------------------------------------ -------------
4.1 Specimen common stock certificate *
(filed as Exhibit 4(1) to the
Registrant's Registration Statement
on Form S-1, SEC 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,
SEC File No. 33-48432, and incorporated
herein by reference).
5 Opinion of Kent B. Magill, Vice President 10
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 12
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 to original filing of this
Registration Statement).
* Incorporated herein by reference.
Exhibit 5
October 14, 1999
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 October 14, 1999,
for the purpose of registering under the Securities Act of 1933,
as amended, 150,000 shares of Common Stock, par value $.01 per
share ("Common Stock"), of the Company. Said 150,000 shares of
Common Stock are proposed to be issued upon purchase by
participants pursuant to the Layne Christensen Capital
Accumulation 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. If all of the conditions set forth in the Plan
and related trust agreement are satisfied, the
common stock, as held by and in connection with
the Plan in accordance with the terms set forth
therein will be duly authorized, validly issued,
fully paid and nonassessable.
2. Assuming that all terms and conditions of the Plan
and the related trust agreement are fulfilled,
the Plan interests which are to be purchased
by employees, at their election, through salary
deferrals by payroll deductions will be duly
authorized, validly issued, fully paid and
nonassessable.
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
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 19, 1999, appearing in the Annual Report on Form 10-K
of Layne Christensen Company for the year ended January 31, 1999.
/s/ Deloitte & Touche LLP
Kansas City, Missouri
October 14, 1999
