FORM 10-Q/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark
One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended July 31, 2005
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission
File Number 0-20578
Layne Christensen Company
(Exact name of registrant as specified in its charter)
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| Delaware
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48-0920712 |
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| State or other jurisdiction of
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(I.R.S. Employer Identification No.) |
| incorporation or organization) |
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| 1900 Shawnee Mission Parkway, Mission Woods, Kansas
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66205 |
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| (Address of principal executive offices)
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(Zip Code) |
(Registrant’s telephone number, including area code) (913) 362-0510
Not Applicable
(Former name, former address and former fiscal year, if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule
12b-2 of the Act). Yes þ No o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
There were 12,853,187 shares of common stock, $.01 par value per share, outstanding on August
24, 2005.
TABLE OF CONTENTS
EXPLANATORY NOTE
In accordance with Exchange Act Rule 12b-5, this Amendment No. 1 on Form 10-Q/A amends
certain items of the Quarterly Report on Form 10-Q of Layne Christensen Company (the “Company”) for
the quarterly period ended July 31, 2005, filed with the Securities and Exchange Commission (the
“SEC”) on September 2, 2005, and presents the relevant text of the items amended. These amended
items do not restate the Company’s consolidated financial statements previously filed in the Form
10-Q. This Form 10-Q/A does not reflect events occurring after the filing of the original Form
10-Q or modify or update those disclosures affected by subsequent events.
The changes reflected in this Form 10-Q/A relate solely to the Exhibit Index in Part II, Item 6 and
reflect the inclusion of corrected Section 302 Certifications of the Principal Executive Officer
and the Principal Financial Officer (Exhibits 31(1) and 31(2)), which are being filed in response
to comments received from the SEC Staff. The Exhibit Index is also amended to reflect the
inclusion, pursuant to Rule 12b-15, of updated Section 906 Certifications of certain executive
officers.
PART II
ITEM 6 — Exhibits and Reports on Form 8-K
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31(1) — Section 302 Certification of Chief Executive Officer of the
Company |
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31(2) — Section 302 Certification of Chief Financial Officer of the
Company |
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32(1) — Section 906 Certification of Chief Executive Officer of the Company |
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32(2) — Section 906 Certification of Chief Financial Officer of the Company |
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Reports on Form 8-K |
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Form 8-K filed on May 6, 2005 related to a letter agreement amending Andrew B. Schmitt’s
existing supplemental retirement benefit. |
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Form 8-K filed June 1, 2005 related to the Company’s first quarter press release. |
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Form 8-K filed June 15, 2005 announcing changes to the Company’s Board of Directors. |
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Form 8-K filed June 29, 2005 announcing a signed Letter of Intent for the Company to
purchase Reynolds, Inc. |
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Form 8-K filed July 21, 2005 regarding an amendment to the Company’s loan agreement. |
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