As filed with the Securities and Exchange Commission April 9, 2003
Registration Statement No. 333-
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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 (I.R.S. Employer Identification No.)
of incorporation or organization)
1900 Shawnee Mission Parkway, Mission Woods, Kansas 66205
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(Address of Principal Executive Offices) (Zip Code)
LAYNE CHRISTENSEN COMPANY
DISTRICT INCENTIVE COMPENSATION PLAN
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(Full title of plan)
Steven F. Crooke, Layne Christensen Company
1900 Shawnee Mission Parkway, Mission Woods, Kansas 66205
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(Name and address of agent for service)
(913) 362-0510
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(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: Steven F. Crooke, Vice President and General Counsel
(913) 362-0510
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering aggregate offering registration
to be registered registered price per share (1) price (1) fee
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Shares of
Common Stock
$.01 par value 250,000 shares $ 8.31 $ 2,077,500 $168.07
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(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 April 4, 2003, 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.
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, 2003, 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 District Incentive Compensation
Plan or the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents, except that in no event shall any information included in any such
document in response to Item 402(i), (k) or (l) of Regulation S-K be deemed to
constitute a part of this Registration Statement. Any statements contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of the Registrant's common stock registered
pursuant to this Registration Statement will be passed upon by Steven F. Crooke,
Vice President and General Counsel of the Registrant. As of April 9, 2003, Mr.
Crooke did not own any shares of the Registrant's common stock, but had been
granted options exercisable with respect to 25,000 shares of the Registrant's
common stock.
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.
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(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.
ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933.
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
this Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than a 20% change in
the maximum aggregate offering price set
forth in the "Calculation of Registration
Fee" table in the effective Registrant
Statement.
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement.
Provided, however, that paragraphs (1)(i) and (1)(ii)
do not apply if the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration
Statement.
(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.
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(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.
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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 April 7, 2003.
LAYNE CHRISTENSEN COMPANY
By: /s/ A.B. Schmitt
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Name: A. B. Schmitt
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Title: President and Chief Executive Officer
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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
Steven F. Crooke, 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 TITLE DATE
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/s/ A.B. Schmitt President, Chief Executive April 7, 2003
------------------------- Officer and Director
A. B. Schmitt (Principal Executive Officer)
/s/ Jerry W. Fanska Vice President--Finance April 7, 2003
------------------------- and Treasurer
Jerry W. Fanska (Principal Financial and
Accounting Officer)
/s/ Robert J. Dineen Director April 7, 2003
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Robert J. Dineen
/s/ E.A. Gilhuly Director April 7, 2003
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Edward A. Gilhuly
/s/ Todd A. Fisher Director April 7, 2003
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Todd A. Fisher
/s/ Donald K. Miller Director April 7, 2003
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Donald K. Miller
/s/ S. R. Erikson Director April 7, 2003
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Sheldon R. Erikson
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INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NO. DESCRIPTION NUMBERED PAGE
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4(a) Specimen 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(b) Restated Certificate of Incorporation *
of Layne Christensen Company (filed as Exhibit
3(1) to the Registrant's Annual Report on Form
10-K for the fiscal year ended January 31,
1996 and incorporated herein by reference).
4(c) Bylaws of Layne, Inc. (filed as Exhibit *
3(2) to the Registrant's Registration
Statement on Form S-1, S.E.C. File No.
33-48432 and incorporated herein by
reference).
4(d) Layne Christensen Company District 7
Incentive Compensation Plan (Revised Effective
February 1, 2003).
5 Opinion of Steven F. Crooke, Vice President 12
and General Counsel, for the Registrant,
with respect to the legality of Registrant's
common stock registered hereby.
23(a) Consent of Registrant's Independent 13
Accountants.
23(b) Consent of Steven F. Crooke, the Registrant's 12
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.
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