As filed with the Securities and Exchange Commission
June 14, 1999
Registration Statement No. 333-53485
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
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
(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
1996 DISTRICT STOCK OPTION 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
Pursuant to General Instruction E to Form S-8, the
contents of Registration Statement No. 33-20801 are
incorporated herein by reference.
NOTE
The Layne Christensen Company 1996 District Stock Option Plan
recently was amended to permit officers of the Registrant to be
eligible to receive grants of stock options thereunder. This Post-
Effective Amendment is being filed by the Registrant to present
the Layne Christensen Company 1996 District Stock Option Plan, as
amended to date.
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 report on Form 10-Q for the quarter
ended April 30, 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 Company 1996 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 has been passed upon by Kent B. Magill, Vice
President and General Counsel of the Registrant. As of June 14,
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.
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.
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.
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.
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 June 14, 1999.
LAYNE CHRISTENSEN COMPANY
By: /s/ A. B. Schmitt
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Andrew B. Schmitt
President and Chief Executive Officer
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/ A. B. Schmitt June 14, 1999
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Andrew B. Schmitt
President, Chief Executive Officer and
Director (Principal Executive Officer)
/s/ Jerry W. Fanska June 14, 1999
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Jerry W. Fanska
Vice President - Finance and Treasurer
(Principal Financial & Accounting Officer)
* June 14, 1999
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Robert J. Dineen
Director
* June 14, 1999
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Todd A. Fisher
Director
* June 14, 1999
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Edward A. Gilhuly
Director
* June 14, 1999
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Donald K. Miller
Director
* June 14, 1999
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Sheldon R. Erikson
Director
* By /s/ A. B. Schmitt
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Andrew B. Schmitt
Attorney-in-fact
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).
4.4 Layne Christensen Company 1996 District 10
Stock Option Plan (as amended to date).
4.5 Layne Christensen Company 1996 District *
Stock Option Agreement (filed as
Exhibit 4.5 to the Registrant's
Registration Statement on Form S-8,
SEC File No. 333-53485, and
incorporated herein by reference.)
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 (filed as Exhibit 5 to the
Registrant's Registration Statement on
Form S-8, SEC File No. 333-53485, and
incorporated herein by reference).
23.1 Consent of the Registrant's Independent 20
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.