SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2006 LAYNE CHRISTENSEN COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 0-20578 48-0920712 --------------- --------------- --------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 1900 Shawnee Mission Parkway Mission Woods, Kansas 66205 (Address of Principal Executive Offices) -------------------- (913) 362-0510 (Registrant's telephone number, including area code) -------------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) SECTION 8 - OTHER EVENTS ITEM 8.01 OTHER EVENTS On February 7, 2006, Layne Christensen Company issued a press release in the form attached as Exhibit 99.1, which is incorporated herein by reference. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Press Release of Layne Christensen Company dated February 7, 2006. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LAYNE CHRISTENSEN COMPANY Date: February 7, 2006 By /s/ Andrew B. Schmitt --------------------------------------------- Name: Andrew B. Schmitt Title: President and Chief Executive Officer -2- INDEX TO EXHIBITS Exhibit Number Description -------------- ----------- 99.1 Press Release of Layne Christensen Company dated February 7, 2006 -3-