As filed with the Securities and Exchange Commission July 10, 2006
Registration Statement No. 333-                    
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
 
LAYNE CHRISTENSEN COMPANY
(Exact name of registrant as specified in its charter)
     
Delaware   48-0920712
     
(State or other jurisdiction
of incorporation or organization) 		  (I.R.S. Employer Identification No.)
     
1900 Shawnee Mission Parkway, Mission Woods, Kansas   66205
     
( Address of Principal Executive Offices)   (Zip Code)
LAYNE CHRISTENSEN COMPANY
2006 EQUITY INCENTIVE PLAN
 
(Full title of plan)
Steven F. Crooke, 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: Steven F. Crooke, Senior Vice President and General Counsel
(913) 362-0510
CALCULATION OF REGISTRATION FEE
 
                             
 
              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  
 
Shares of Common Stock $.01 par value
    600,000 shares     $27.80     $16,680,000     $1,785  
 
(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 June 30, 2006, 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 or 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, 2006, (ii) the Quarterly Report on Form 10-Q for the quarter ended April 30, 2006, (iii) the Current Reports on Form 8-K dated February 7, 2006, April 4, 2006, April 5, 2006, May 19, 2006, May 31, 2006, May 31, 2006 and June 14, 2006, and (iv) 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. Information furnished under Item 9 of Form 8-K is not incorporated by reference herein.
     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 2006 Equity Incentive Plan, as amended, 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, Senior Vice President and General Counsel of the Registrant. As of July 7, 2006, Mr. Crooke did not own any shares of the Registrant’s common stock, but had been granted options exercisable with respect to 10,000 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

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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 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.

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  (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.

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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 July 7, 2006.
         
    LAYNE CHRISTENSEN COMPANY

 
  By:
Name:
Title: 		  /s/ A.B. Schmitt
 
A. 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 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
 
       
/s/ A.B. Schmitt
 
A. B. Schmitt
  President, Chief Executive Officer and Director (Principal Executive Officer)   July 7, 2006
 
       
/s/ Jerry W. Fanska
 
Jerry W. Fanska
  Senior Vice President—Finance and Treasurer (Principal Financial and Accounting Officer)   July 7, 2006
 
       
/s/ Donald K. Miller
 
Donald K. Miller
  Director   July 7, 2006
 
       
/s/ David A.B. Brown
 
David A.B. Brown
  Director   July 7, 2006
 
       
/s/ J. Samuel Butler
 
J. Samuel Butler
  Director   July 7, 2006
 
       
 
 
Anthony B. Helfet
  Director   July 7, 2006
 
       
/s/ Nelson Obus
 
Nelson Obus
  Director   July 7, 2006
 
       
/s/ Warren Lichtenstein
 
Warren G. Lichtenstein
  Director   July 7, 2006
 
       
/s/ Jeff Reynolds
 
Jeffrey J. Reynolds
  Director   July 7, 2006

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INDEX TO EXHIBITS
     
Exhibit No.   Description
 
   
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 2006 Equity Incentive Plan, as amended (filed as Exhibit 10.1 to the Registrant’s Form 8-K, filed June 14, 2006, and incorporated herein by reference). *
 
   
4(e)
  Form of Incentive Stock Option Agreement between the Company and management of the Company for use with the 2006 Equity Incentive Plan.
 
   
4(f)
  Form of Nonqualified Stock Option Agreement between the Company and management of the Company for use with the 2006 Equity Incentive Plan.
 
   
4(g)
  Form of Nonqualified Stock Option Agreement between the Company and non-employee directors of the Company for use with the 2006 Equity Incentive Plan.
 
   
5
  Opinion of Steven F. Crooke, Senior Vice President 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 Accountants.
 
   
23(b)
  Consent of Cawley, Gillespie & Associates, Inc.
 
   
23(c)
  Consent of Steven F. Crooke, 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.

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Exhibit 4(e)
LAYNE CHRISTENSEN COMPANY
2006 EQUITY INCENTIVE PLAN
Incentive Stock Option Agreement
             
Date of Grant:
           
 
         
 
           
 
           
Number of Shares to Which Option Relates:
           
 
         
 
           
 Option Exercise Price per Share:
           
(Representing 100% of the Fair Market Value on the Date of Grant)
  $        
 
         

     This Agreement dated                                           , is made by and between Layne Christensen Company, a Delaware corporation (the “Company”), and                                           (the “Option Holder”).
RECITALS:
     A. Effective June 8, 2006, the Company’s stockholders approved the Layne Christensen Company 2006 Equity Incentive Plan (the “Plan”) pursuant to which the Company may, from time to time, grant options to key employees and non-employee directors of the Company to purchase shares of the Company’s common stock.
     B. The Option Holder is an employee of the Company and the Company desires to grant to the Option Holder an incentive stock option to purchase shares of the Company’s common stock on the terms and conditions reflected in this Option Agreement, the Plan and as otherwise established by the Committee.
AGREEMENT:
     In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:
     1.  Incorporation of Plan . All provisions of this Option Agreement and the rights of the Option Holder are subject in all respects to the provisions of the Plan and the powers of the Committee therein provided. Capitalized terms used in this Option Agreement but not defined will have the meaning set forth in the Plan.
     2.  Grant of Incentive Stock Option . As of the Date of Grant identified above, the Company grants the Option Holder, subject to this Agreement and the Plan, the right, privilege and option (the “Option”) to purchase, in one or more exercises, all or any part of that number of Shares of Stock identified above opposite the heading “Number of Shares to Which Option Relates” (the “Option Shares”), at the per Share price specified above opposite the heading “Option Exercise

 

 

Price per Share”. This Option is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code, and shall be so construed; provided, however, that nothing in this Agreement shall be interpreted as a representation, guarantee or other undertaking on the part of the Company that this Option is or will be determined to be an “incentive stock option” within such section or any other section of the Code.
     3.  Consideration to the Company . In consideration of the granting of this Option by the Company, the Option Holder agrees to render faithful and efficient services as an employee of the Company. Nothing in this Agreement or in the Plan will confer upon the Option Holder any right to continue as an employee of the Company or will interfere with or restrict in any way the rights of the Company, which are hereby expressly reserved, to terminate the Option Holder employment with the Company at any time for any reason whatsoever, with or without cause.
     4.  Exercisability of Option . During the Option Holder’s lifetime, this Option may be exercised only by the Option Holder. This Option, except as specifically provided elsewhere under the terms of the Plan, shall vest and become exercisable as follows:
     
Years Elapsed from Date of Grant   Percentage Exercisable
 
[insert vesting schedule]
 
     For purposes of this Section 4, a year shall mean a period of 365 days (or 366 days in the event of a leap year). Notwithstanding the above Option vesting schedule, this Option will become fully exercisable upon the Option Holder’s death or Disability provided the Option has not otherwise expired, been cancelled or terminated.
     5.  Method of Exercise . Provided this Option has not expired, been terminated or cancelled in accordance with the terms of the Plan, the portion of this Option which is otherwise exercisable pursuant to Section 4 may be exercised in whole or in part, from time to time by delivery to the Company or its designee a written notice which will:
     (a) set forth the number of Shares with respect to which the Option is to be exercised;
     (b) if the person exercising this Option is not the Option Holder, be accompanied by satisfactory evidence of such person’s right to exercise this Option; and
     (c) be accompanied by payment in full of the Option Exercise Price in the form of cash, or a certified bank check made payable to the order of the Company or any other means allowable under the Plan which the Company in its sole discretion determines will provide legal consideration for the Shares.
     6.  Expiration of Option . Unless terminated earlier in accordance with the terms of this Option Agreement or the Plan, the Option granted herein will expire at 5:00 P.M., Central Standard Time, on the 10th Anniversary of the Date of Grant (the “Expiration Date”). If the Expiration Date is a day on which the Company is not open for business, then the Option granted herein will expire, unless earlier terminated in accordance with the terms of this Option Agreement

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or the Plan, at 5:00 P.M., Central Standard Time, on the first business day before such Expiration Date.
     7.  Effect of Separation from Service . If the Option Holder ceases to be an employee of the Company for any reason, including cessation by death or Disability, the effect of such termination of employment on all or any portion of this Option is as provided below. Notwithstanding anything below to the contrary, in no event may the Option be exercised after the Expiration Date.
     (a) If the Option Holder’s employment is terminated for Cause, the Option will immediately be forfeited as of the time of such removal.
     (b) If the Option Holder ceases to be an employee of the Company due to the Option Holder’s resignation or termination of employment by the Company not for Cause, the portion of this Option which was otherwise exercisable pursuant to Section 4 on the date of such termination of employment may be exercised by the Option Holder at any time prior to 5:00 P.M., Central Standard Time, on the thirtieth (30 th ) calendar day following the effective date of the Option Holder’s termination of employment. If such thirtieth (30 th ) day is not a business day, then the Option will expire at 5:00 P.M., Central Standard Time, on the first business day immediately following such thirtieth (30 th ) day.
     (c) If the Option Holder ceases to be an employee of the Company due to the Option Holder’s death or Disability, the Option may be exercised by the Option Holder at any time prior to 5:00 P.M., Central Standard Time, on the ninetieth (90 th ) calendar day following the effective date of the Option Holder’s termination of employment. If such ninetieth (90 th ) day is not a business day, then the Option will expire at 5:00 P.M., Central Standard Time, on the first business day immediately following such ninetieth (90 th ) day.
     8.  Notices . Any notice to be given under the terms of this Agreement to the Company will be addressed to the Secretary of the Company at Layne Christensen Company, 1900 Shawnee Mission Parkway, Mission Woods, Kansas 66205, and any notice to be given to the Option Holder will be addressed to him or her at the address given beneath his or her signature hereto. By a notice given pursuant to this Section 8, either party may hereafter designate a different address for notices to be given to him or her. Any notice which is required to be given to the Option Holder will, if the Option Holder is then deceased, be given to the Option Holder’s personal representative if such representative has previously informed the Company of his or her status and address by written notice under this Section 8. Any notice will be deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.
     9.  Nontransferability . Except as otherwise provided in this Agreement or in the Plan, the Option and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to execution, attachment, or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Option, or of any right or privilege conferred hereby, or upon the levy of any attachment or similar process upon the rights and privileges conferred hereby, contrary to the provisions hereby, this Option and the rights and privileges conferred hereby will immediately become null and void.

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     10.  Status of Option Holder . The Option Holder shall not be deemed a stockholder of the Company with respect to any of the Shares subject to this Option, except for those Shares that have been purchased and issued to him or her. The Company shall not be required to issue or transfer any certificates for Shares purchased upon exercise of this Option until all applicable requirements of law have been complied with and, if applicable, such Shares shall have been duly listed on any securities exchange on which the Shares may then be listed.
     11.  Notice of Disqualifying Disposition . In order to enable the Company to avail itself of any income tax deduction to which it maybe entitled, the Option Holder shall notify the Company of his or her intent to dispose of any of the Shares purchased pursuant to this Option within two (2) years from the Date of Grant and one (1) year from the date of exercise of the Option. Promptly after such disposition the Option Holder shall notify the Company of the number of shares of Stock disposed of, the dates of acquisition and disposition of such shares, and the consideration, if any, received on such disposition.
     12.  Titles . Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
     13.  Amendment . This Agreement may be amended only by a writing executed by the parties hereto which specifically states that it is amending this Agreement.
     14.  Governing Law . The laws of the State of Delaware will govern the interpretation, validity and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.
     15.  Binding Effect . Except as expressly stated herein to the contrary, this Agreement will be binding upon and inure to the benefit of the respective heirs, legal representatives, successors and assigns of the parties hereto.
     This Agreement has been executed and delivered by the parties hereto.
             
The Company:   The Option Holder:
 
           
Layne Christensen Company    
 
           
 
           
By:
           
         
 
           
 
  Name:        
 
           
 
           
 
  Title:       Address of the Option Holder:
 
           
 
           
 
           
 
           
 
           
 
           
 
           

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Exhibit 4(f)
LAYNE CHRISTENSEN COMPANY
2006 EQUITY INCENTIVE PLAN
Nonqualified Stock Option Agreement
 
             
Date of Grant:
           
 
         
 
           
 
           
Number of Shares to Which Option Relates:
           
 
         
 
           
 Option Exercise Price per Share:
           
(Representing 100% of the Fair Market Value on the Date of Grant)
  $        
 
         

     This Agreement dated                                           , is made by and between Layne Christensen Company, a Delaware corporation (the “Company”), and                                           (the “Option Holder”).
RECITALS:
     A. Effective June 8, 2006, the Company’s stockholders approved the Layne Christensen Company 2006 Equity Incentive Plan (the “Plan”) pursuant to which the Company may, from time to time, grant options to key employees and non-employee directors of the Company to purchase shares of the Company’s common stock.
     B. The Option Holder is an employee of the Company and the Company desires to grant to the Option Holder a nonqualified stock option to purchase shares of the Company’s common stock on the terms and conditions reflected in this Option Agreement, the Plan and as otherwise established by the Committee.
AGREEMENT:
     In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:
     1.  Incorporation of Plan . All provisions of this Option Agreement and the rights of the Option Holder are subject in all respects to the provisions of the Plan and the powers of the Committee therein provided. Capitalized terms used in this Option Agreement but not defined will have the meaning set forth in the Plan.
     2.  Grant of Nonqualified Stock Option . As of the Date of Grant identified above, the Company grants the Option Holder, subject to this Agreement and the Plan, the right, privilege and option (the “Option”) to purchase, in one or more exercises, all or any part of that number of Shares of Stock identified above opposite the heading “Number of Shares to Which

 

 

Option Relates” (the “Option Shares”), at the per Share price specified above opposite the heading “Option Exercise Price per Share”.
     3.  Consideration to the Company . In consideration of the granting of this Option by the Company, the Option Holder agrees to render faithful and efficient services as an employee of the Company. Nothing in this Agreement or in the Plan will confer upon the Option Holder any right to continue as an employee of the Company or will interfere with or restrict in any way the rights of the Company, which are hereby expressly reserved, to terminate the Option Holder employment with the Company at any time for any reason whatsoever, with or without cause.
     4.  Exercisability of Option . During the Option Holder’s lifetime, this Option may be exercised only by the Option Holder. This Option, except as specifically provided elsewhere under the terms of the Plan, shall vest and become exercisable as follows:
     
Years Elapsed from Date of Grant
  Percentage Exercisable
 
   
[insert vesting schedule]
 
     For purposes of this Section 4, a year shall mean a period of 365 days (or 366 days in the event of a leap year). Notwithstanding the above Option vesting schedule, this Option will become fully exercisable upon the Option Holder’s death or Disability provided the Option has not otherwise expired, been cancelled or terminated.
     5.  Method of Exercise . Provided this Option has not expired, been terminated or cancelled in accordance with the terms of the Plan, the portion of this Option which is otherwise exercisable pursuant to Section 4 may be exercised in whole or in part, from time to time by delivery to the Company or its designee a written notice which will:
     (a) set forth the number of Shares with respect to which the Option is to be exercised;
     (b) if the person exercising this Option is not the Option Holder, be accompanied by satisfactory evidence of such person’s right to exercise this Option; and
     (c) be accompanied by payment in full of the Option Exercise Price in the form of cash, or a certified bank check made payable to the order of the Company or any other means allowable under the Plan which the Company in its sole discretion determines will provide legal consideration for the Shares.
     6.  Expiration of Option . Unless terminated earlier in accordance with the terms of this Option Agreement or the Plan, the Option granted herein will expire at 5:00 P.M., Central Standard Time, on the 10th Anniversary of the Date of Grant (the “Expiration Date”). If the Expiration Date is a day on which the Company is not open for business, then the Option granted herein will expire, unless earlier terminated in accordance with the terms of this Option Agreement or the Plan, at 5:00 P.M., Central Standard Time, on the first business day before such Expiration Date.

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     7.  Effect of Separation from Service . If the Option Holder ceases to be an employee of the Company for any reason, including cessation by death or Disability, the effect of such termination of employment on all or any portion of this Option is as provided below. Notwithstanding anything below to the contrary, in no event may the Option be exercised after the Expiration Date.
     (a) If the Option Holder’s employment is terminated for Cause, the Option will immediately be forfeited as of the time of such removal.
     (b) If the Option Holder ceases to be an employee of the Company due to the Option Holder’s resignation or termination of employment by the Company not for Cause, the portion of this Option which was otherwise exercisable pursuant to Section 4 on the date of such termination of employment may be exercised by the Option Holder at any time prior to 5:00 P.M., Central Standard Time, on the thirtieth (30 th ) calendar day following the effective date of the Option Holder’s termination of employment. If such thirtieth (30 th ) day is not a business day, then the Option will expire at 5:00 P.M., Central Standard Time, on the first business day immediately following such thirtieth (30 th ) day.
     (c) If the Option Holder ceases to be an employee of the Company due to the Option Holder’s death or Disability, the Option may be exercised by the Option Holder at any time prior to 5:00 P.M., Central Standard Time, on the ninetieth (90 th ) calendar day following the effective date of the Option Holder’s termination of employment. If such ninetieth (90 th ) day is not a business day, then the Option will expire at 5:00 P.M., Central Standard Time, on the first business day immediately following such ninetieth (90 th ) day.
     8.  Notices . Any notice to be given under the terms of this Agreement to the Company will be addressed to the Secretary of the Company at Layne Christensen Company, 1900 Shawnee Mission Parkway, Mission Woods, Kansas 66205, and any notice to be given to the Option Holder will be addressed to him or her at the address given beneath his or her signature hereto. By a notice given pursuant to this Section 8, either party may hereafter designate a different address for notices to be given to him or her. Any notice which is required to be given to the Option Holder will, if the Option Holder is then deceased, be given to the Option Holder’s personal representative if such representative has previously informed the Company of his or her status and address by written notice under this Section 8. Any notice will be deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.
     9.  Nontransferability . Except as otherwise provided in this Agreement or in the Plan, the Option and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to execution, attachment, or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Option, or of any right or privilege conferred hereby, or upon the levy of any attachment or similar process upon the rights and privileges conferred hereby, contrary to the provisions hereby, this Option and the rights and privileges conferred hereby will immediately become null and void.
     10.  Status of Option Holder . The Option Holder shall not be deemed a stockholder of the Company with respect to any of the Shares subject to this Option, except for those

3

 

Shares that have been purchased and issued to him or her. The Company shall not be required to issue or transfer any certificates for Shares purchased upon exercise of this Option until all applicable requirements of law have been complied with and, if applicable, such Shares shall have been duly listed on any securities exchange on which the Shares may then be listed.
     11.  Titles . Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
     12.  Amendment . This Agreement may be amended only by a writing executed by the parties hereto which specifically states that it is amending this Agreement.
     13.  Governing Law . The laws of the State of Delaware will govern the interpretation, validity and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.
     14.  Binding Effect . Except as expressly stated herein to the contrary, this Agreement will be binding upon and inure to the benefit of the respective heirs, legal representatives, successors and assigns of the parties hereto.
     This Agreement has been executed and delivered by the parties hereto.
             
The Company:   The Option Holder:
 
           
Layne Christensen Company    
 
           
 
           
By:
           
         
 
           
 
  Name:        
 
           
 
           
 
  Title:       Address of the Option Holder:
 
           
 
           
 
           
 
           
 
           
 
           
 
           

4

 

Exhibit 4(g)
LAYNE CHRISTENSEN COMPANY
2006 EQUITY INCENTIVE PLAN
Nonqualified Stock Option Agreement
 
             
Date of Grant:
           
 
         
 
           
 
           
Number of Shares to Which Option Relates:
           
 
         
 
           
 Option Exercise Price per Share:
           
(Representing 100% of the Fair Market Value on the Date of Grant)
  $        
 
         

     This Agreement dated                                           ,is made by and between Layne Christensen Company, a Delaware corporation (the “Company”), and                                           (the “Option Holder”).
RECITALS:
     A. Effective June 8, 2006, the Company’s stockholders approved the Layne Christensen Company 2006 Equity Incentive Plan (the “Plan”) pursuant to which the Company may, from time to time, grant options to key employees and non-employee directors of the Company to purchase shares of the Company’s common stock.
     B. The Option Holder is a non-employee director of the Company and the Company desires to grant to the Option Holder a nonqualified stock option to purchase shares of the Company’s common stock on the terms and conditions reflected in this Option Agreement, the Plan and as otherwise established by the Committee.
AGREEMENT:
     In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:
     1.  Incorporation of Plan . All provisions of this Option Agreement and the rights of the Option Holder are subject in all respects to the provisions of the Plan and the powers of the Committee therein provided. Capitalized terms used in this Option Agreement but not defined will have the meaning set forth in the Plan.
     2.  Grant of Nonqualified Stock Option . As of the Date of Grant identified above, the Company grants the Option Holder, subject to this Agreement and the Plan, the right, privilege and option (the “Option”) to purchase, in one or more exercises, all or any part of that number of Shares of Stock identified above opposite the heading “Number of Shares to Which

 

 

Option Relates” (the “Option Shares”), at the per Share price specified above opposite the heading “Option Exercise Price per Share”.
     3.  Consideration to the Company . In consideration of the granting of this Option by the Company, the Option Holder agrees to render faithful and efficient services as a Director of the Company. Nothing in this Agreement or in the Plan will confer upon the Option Holder any right to continue as a Director of the Company or will interfere with or restrict in any way the rights of the Company, which are hereby expressly reserved, to remove the Option Holder as a Director of the Company at any time for any reason whatsoever, with or without cause. In addition, nothing in this Agreement or in the Plan will require the Option Holder to continue as a Director of the Company.
     4.  Exercisability of Option . During the Option Holder’s lifetime, this Option may be exercised only by the Option Holder. This Option, except as specifically provided elsewhere under the terms of the Plan, will be fully exercisable as of the Date of Grant.
     5.  Method of Exercise . Provided this Option has not expired, been terminated or cancelled in accordance with the terms of the Plan, this Option may be exercised in whole or in part, from time to time by delivery to the Company or its designee a written notice which will:
     (a) set forth the number of Shares with respect to which the Option is to be exercised;
     (b) if the person exercising this Option is not the Option Holder, be accompanied by satisfactory evidence of such person’s right to exercise this Option; and
     (c) be accompanied by payment in full of the Option Exercise Price in the form of cash, or a certified bank check made payable to the order of the Company or any other means allowable under the Plan which the Company in its sole discretion determines will provide legal consideration for the Shares.
     6.  Expiration of Option . Unless terminated earlier in accordance with the terms of this Option Agreement or the Plan, the Option granted herein will expire at 5:00 P.M., Central Standard Time, on the 10th Anniversary of the Date of Grant (the “Expiration Date”). If the Expiration Date is a day on which the Company is not open for business, then the Option granted herein will expire, unless earlier terminated in accordance with the terms of this Option Agreement or the Plan, at 5:00 P.M., Central Standard Time, on the first business day before such Expiration Date.
     7.  Effect of Separation from Service . If the Option Holder ceases to be a Director of the Company for any reason, including cessation by death, Disability or removal from the Board, the effect of such cessation as a Director on all or any portion of this Option is as provided below. Notwithstanding anything below to the contrary, in no event may the Option be exercised after the Expiration Date.

2

 

     (a) If the Option Holder is removed from serving as a Director for Cause, the Option will immediately be forfeited as of the time of such removal.
     (b) If the Option Holder ceases to be a Director for any reason other than the Option Holder’s death or Disability, the Option may be exercised by the Option Holder at any time prior to 5:00 P.M., Central Standard Time, on the thirtieth (30 th ) calendar day following the last date of the Option Holder serving as a Director. If such thirtieth (30 th ) day is not a business day, then the Option will expire at 5:00 P.M., Central Standard Time, on the first business day immediately following such thirtieth (30 th ) day.
     (b) If the Option Holder ceases to be a Director due to the Option Holder’s death or Disability, the Option may be exercised by the Option Holder at any time prior to 5:00 P.M., Central Standard Time, on the ninetieth (90 th ) calendar day following the last date of the Option Holder serving as a Director. If such ninetieth (90 th ) day is not a business day, then the Option will expire at 5:00 P.M., Central Standard Time, on the first business day immediately following such ninetieth (90 th ) day.
     8.  Notices . Any notice to be given under the terms of this Agreement to the Company will be addressed to the Secretary of the Company at Layne Christensen Company, 1900 Shawnee Mission Parkway, Mission Woods, Kansas 66205, and any notice to be given to the Option Holder will be addressed to him or her at the address given beneath his or her signature hereto. By a notice given pursuant to this Section 8, either party may hereafter designate a different address for notices to be given to him or her. Any notice which is required to be given to the Option Holder will, if the Option Holder is then deceased, be given to the Option Holder’s personal representative if such representative has previously informed the Company of his or her status and address by written notice under this Section 8. Any notice will be deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.
     9.  Nontransferability . Except as otherwise provided in this Agreement or in the Plan, the Option and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to execution, attachment, or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Option, or of any right or privilege conferred hereby, or upon the levy of any attachment or similar process upon the rights and privileges conferred hereby, contrary to the provisions hereby, this Option and the rights and privileges conferred hereby will immediately become null and void.
     10.  Status of Option Holder . The Option Holder shall not be deemed a stockholder of the Company with respect to any of the Shares subject to this Option, except for those Shares that have been purchased and issued to him or her. The Company shall not be required to issue or transfer any certificates for Shares purchased upon exercise of this Option until all applicable requirements of law have been complied with and, if applicable, such Shares shall have been duly listed on any securities exchange on which the Shares may then be listed.

3

 

     11.  Titles . Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
     12.  Amendment . This Agreement may be amended only by a writing executed by the parties hereto which specifically states that it is amending this Agreement.
     13.  Governing Law . The laws of the State of Delaware will govern the interpretation, validity and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.
     14.  Binding Effect . Except as expressly stated herein to the contrary, this Agreement will be binding upon and inure to the benefit of the respective heirs, legal representatives, successors and assigns of the parties hereto.
     This Agreement has been executed and delivered by the parties hereto.
     This Agreement has been executed and delivered by the parties hereto.
             
The Company:   The Option Holder:
 
           
Layne Christensen Company    
 
           
 
           
By:
           
         
 
           
 
  Name:        
 
           
 
           
 
  Title:       Address of the Option Holder:
 
           
 
           
 
           
 
           
 
           
 
           
 
           

4

 

Exhibit 5
Layne Christensen Company
1900 Shawnee Mission Parkway • Mission Woods, Kansas 66205 • (913) 362-0510 • Fax: (913) 362-0133
 
     
    STEVEN F. CROOKE
Senior Vice President,
General Counsel and Secretary
July 10, 2006
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 July 10, 2006, for the purpose of registering under the Securities Act of 1933, as amended, 600,000 shares of Common Stock, par value $.01 per share (“Common Stock”), of the Company. Said 600,000 shares of Common Stock are proposed to be issued pursuant to the Layne Christensen 2006 Equity Incentive Plan, as amended.
     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.   The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware.
 
  2.   All necessary corporate action has been taken to authorize the issuance of the aforesaid 600,000 shares of Common Stock and all such shares as shall be issued and paid for as described in the Registration Statement shall be, when so issued, legally 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/ Steven F. Crooke
Steven F. Crooke
SFC/cg

 

Exhibit 23(a)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the consolidated financial statements and financial statement schedule of Layne Christensen Company and subsidiaries and management’s report on the effectiveness of internal control over financial reporting dated April 14, 2006, appearing in the Annual Report on Form 10-K of Layne Christensen Company for the year ended January 31, 2006.
/s/ Deloitte & Touche LLP
Kansas City, Missouri
July 5, 2006

 

 

Exhibit 23(b)
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
The undersigned hereby consents to the incorporation by reference in this Registration Statement on Form S-8 of the references to our firm in the form and context in which they appear in the Annual Report on Form 10-K of Layne Christensen Company for the year ended January 31, 2006.
Sincerely,
/s/ Cawley, Gillespie & Assoc., Inc.
Cawley, Gillespie & Associates, Inc.
July 6, 2006