-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SPSPnLFeqtnrR8z/LgeK3hed3zxiORmqFQoDBPoaYvzdjt2bpemIJuNccQhMsL0O 6vK8GsM/6tdTdsk0Cpj6VA== 0000888504-99-000004.txt : 19990616 0000888504-99-000004.hdr.sgml : 19990616 ACCESSION NUMBER: 0000888504-99-000004 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990615 EFFECTIVENESS DATE: 19990615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAYNE CHRISTENSEN CO CENTRAL INDEX KEY: 0000888504 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] IRS NUMBER: 480920712 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-53485 FILM NUMBER: 99646255 BUSINESS ADDRESS: STREET 1: 1900 SHAWNEE MISSION PKWY CITY: MISSION WOODS STATE: KS ZIP: 66205-2001 BUSINESS PHONE: 9133620510 MAIL ADDRESS: STREET 1: 1900 SHAWNEE MISSION PKWY CITY: MISSION WOODS STATE: KS ZIP: 66205-2001 FORMER COMPANY: FORMER CONFORMED NAME: LAYNE INC DATE OF NAME CHANGE: 19930328 S-8 POS 1 As filed with the Securities and Exchange Commission June 14, 1999 Registration Statement No. 333-53485 ========================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO 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 (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 ------------------------------------- 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 - ----------------------------------------- Andrew B. Schmitt President, Chief Executive Officer and Director (Principal Executive Officer) /s/ Jerry W. Fanska June 14, 1999 - ----------------------------------------- Jerry W. Fanska Vice President - Finance and Treasurer (Principal Financial & Accounting Officer) * June 14, 1999 - ----------------------------------------- Robert J. Dineen Director * June 14, 1999 - ----------------------------------------- Todd A. Fisher Director * June 14, 1999 - ----------------------------------------- Edward A. Gilhuly Director * June 14, 1999 - ----------------------------------------- Donald K. Miller Director * June 14, 1999 - ----------------------------------------- Sheldon R. Erikson Director * By /s/ A. B. Schmitt -------------------------------- 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. EX-4 2 EXHIBIT 4.4 LAYNE CHRISTENSEN COMPANY 1996 DISTRICT STOCK OPTION PLAN Layne Christensen Company, a Delaware corporation (the "Company"), desires to provide additional incentive for key employees to promote the success of the Company and its subsidiaries by allowing such employees to share in the future growth of the business and to participate in the ownership of the Company. Accordingly, the Company hereby establishes the 1996 District Stock Option Plan of Layne Christensen Company (the "Plan") to offer eligible employees the opportunity to become owners of capital stock of the Company under stock options which are intended to be Nonqualified Stock Options. The Plan is adopted, as follows, effective July 16, 1996, as amended effective April 20, 1999. ARTICLE I DEFINITIONS Whenever the following terms are used in this Plan, they shall have the meaning specified below unless the context clearly indicates to the contrary. The masculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates. 1.1 BOARD--"Board" shall mean the Board of Directors of the Company. Members of the Board shall be referred to as "Directors." 1.2 CODE--"Code" shall mean the Internal Revenue Code of 1986, as amended. 1.3 COMMITTEE--The "Committee" shall mean the administrative committee of the Plan selected by the Board. 1.4 COMPANY--"Company" shall mean Layne Christensen Company, a Delaware corporation. 1.5 EMPLOYEE--An individual employed by the Company or a Subsidiary. 1.6 KEY EMPLOYEE--"Key Employee" shall mean any Employee of the Company who, in the sole discretion of the Committee, has made or is expected to make, a significant contribution to the Company; provided, however, that Directors who are not also Employees of the Company shall not be eligible to participate in this Plan. 1.7 NONQUALIFIED STOCK OPTION--"Nonqualified Stock Option" shall mean an option granted hereunder which is not qualified under Section 422 of the Code as an incentive stock option. 1.8 OFFICER--"Officer" shall mean an officer of the Company or any Subsidiary as defined in the Securities and Exchange Commission Rule 16a - 1(f), as amended. 1.9 OPTION--"Option" shall mean an option to purchase common stock of the Company granted under the Plan. 1.10 OPTIONEE--"Optionee" shall mean an Employee to whom an Option has been granted under the Plan. 1.11 OPTION PERIOD--"Option Period" shall mean the period during which an Option may be exercised as determined by the Committee under the terms of Section 4.3(a) hereof. 1.12 PERMANENT DISABILITY--"Permanent Disability" shall mean a condition of permanent disability as determined in good faith by a majority of the Committee. 1.13 PLAN--"Plan" shall mean the 1996 District Stock Option Plan of the Company. 1.14 RETIREMENT--"Retirement" shall mean retirement from the Company at age 62 or older (or such earlier age as may be approved by the Board). 1.15 SECURITIES ACT--"Securities Act" shall mean the Securities Act of 1933, as amended. 1.16 STOCK--"Stock" or "shares" shall mean shares of the common stock of the Company. 1.17 SUBSIDIARY--"Subsidiary" or "Subsidiaries" shall mean subsidiary corporations or a subsidiary corporation of the Company within the meaning of Section 424(f) of the Code. 1.18 TERMINATION OF EMPLOYMENT--"Termination of Employment" shall mean the time when the employer-employee relationship between the Company or a Subsidiary and the Optionee ceases for any reason. The Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Employment including, but not limited to, whether a particular leave of absence constitutes a Termination of Employment. ARTICLE II STOCK SUBJECT TO PLAN 2.1 STOCK SUBJECT TO PLAN--Options granted under this Plan shall be granted solely with respect to shares of Stock. Subject to any adjustments made pursuant to the provisions of Section 2.3 hereof, the aggregate number of shares of stock which may be issued under this Plan shall not exceed 650,000. The shares of Stock issuable and deliverable upon the exercise of an Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have been reacquired by the Company. 2.2 UNEXERCISED OPTIONS--If any Option expires or is canceled without having been fully exercised, the number of shares subject to such Option but as to which such Option was not exercised prior to its expiration or cancellation may again be made available for grant hereunder, subject to the limitations of Section 2.1. 2.3 ADJUSTMENTS IN COMPANY'S SHARES--In the event the Stock is changed into or exchanged for a different number or kind of securities of the Company by reason of merger, consolidation, recapitalization, reclassification, stock split, stock dividend or combination of shares, the Committee shall make an appropriate and equitable adjustment in the number and kind of shares (a) as to which Options may be granted, including adjustments of the limitation in Section 2.1; and (b) as to which Options, or portions thereof unexercised, shall be exercisable, to the end that after such event each Optionee's proportionate interest shall be maintained as before the occurrence of such event. Such adjustment in an outstanding Option shall be made with any necessary corresponding adjustment in the Option exercise price per share and without change in the total price applicable to the Options or the unexercised portion of the Options (except for any change in the aggregate price resulting from rounding-off of share quantities or prices). Any such adjustment made by the Committee shall be final and binding upon all Optionees, the Company and all other interested persons. ARTICLE III ELIGIBILITY AND GRANTING OF OPTIONS 3.1 ELIGIBILITY--Options to purchase shares of Stock shall be granted under this Plan only to Key Employees of the Company and its Subsidiaries. 3.2 GRANTING OF OPTIONS-- (a) The Committee shall from time to time and in its absolute discretion: (i) Determine which Key Employees (including those to whom Options have been previously granted under the Plan) should be granted Options; (ii) Determine the number of shares to be subject to such Options granted to such selected Key Employees; (iii) Determine the terms and conditions of such Options, consistent with the Plan. (b) Upon the selection of a Key Employee to be granted an Option, the Committee shall grant such Option and may impose such conditions on the grant of such Option as it deems appropriate. Without limiting the generality of the preceding sentence, the Committee may, in its discretion and on such terms as it deems appropriate, require as a condition on the grant of an Option to an Optionee that the Optionee deliver to the Company cash consideration for such option and/or surrender for cancellation some or all of the unexercised Options which have been previously granted to him. An Option, the grant of which is conditioned upon such surrender, may have an option exercise price lower (or higher) than the option exercise price of the surrendered Option, may cover the same (or a lesser or greater) number of shares as the surrendered Option, may contain such other terms as the Committee deems appropriate and shall be exercisable in accordance with its terms, without regard to the number of shares, exercise price, option period or any other term or condition of the surrendered Option. (c) No Option may be granted hereunder after ten (10) years from the date the Plan is adopted by the Board. (d) An Option shall be deemed granted on the date the Committee approves the granting of such Option; provided, however, that any Option shall terminate thirty (30) days after the date upon which it shall have been granted unless a Stock Option Agreement duly executed by the Optionee shall have been redelivered to the Company within such thirty (30) day period. ARTICLE IV TERMS OF OPTION 4.1 OPTION AGREEMENT--Each Option shall be evidenced by a written Stock Option Agreement, which shall be executed by the Optionee and an authorized officer of the Company. The terms and conditions of a Stock Option Agreement shall be consistent with the Plan, but the Committee shall have the power and authority to include such other terms and conditions which are not inconsistent with the Plan. The Committee may, in its discretion, incorporate different terms and conditions in the Stock Option Agreement offered to each Optionee consistent with this Section 4.1. 4.2 OPTION EXERCISE PRICE--The exercise price of the shares subject to each Option shall be determined by the Committee and set forth in the respective Stock Option Agreement. 4.3 PERIOD AND EXERCISE OF OPTION-- (a) PERIOD--Subject to the provisions of the Stock Option Agreement and the other restrictions contained in the Plan, an Option shall become exercisable at such times and in such installments (which may be cumulative) as the Committee shall provide in the terms of each individual Option, and the period during which such Option (or installment) may be exercised shall terminate at such times as the Committee shall provide in the terms of each individual Option. The Committee may adopt a resolution after an Option is granted and on such terms and conditions as it deems appropriate whereby the time during which such Option or any portion thereof may be exercised is accelerated. No Option may be exercised to any extent by anyone after the first to occur of the following events: (i) the expiration of ten (10) years from the date the Option is granted; (ii) the time of the Optionee's Termination of Employment unless such Termination of Employment results from his death, Permanent Disability or Retirement; (iii) the expiration of thirty (30) days from the time of the Optionee's Termination of Employment by reason of his Permanent Disability or Retirement; (iv) the expiration of ninety (90) days from the time of the Optionee's Termination of Employment by reason of his death; or (v) the Optionee shall engage in willful misconduct which injures the Company or any of its Subsidiaries as determined by the Committee. Except as set forth in subsections (ii), (iii) and (iv) above, an Option shall not be exercisable during the Option Period unless the Optionee shall have been continuously employed by the Company or a Subsidiary from the date the Option was granted until its date of exercise. Upon expiration of the Option Period, as accelerated if applicable, the Option shall terminate with respect to all shares of Stock not already actually purchased and paid for in full by the Optionee. (b) PERSONS ELIGIBLE TO EXERCISE--An Option granted hereunder (or portion thereof) shall be exercisable only by the Optionee; provided, however, that in the event of an Optionee's death, the heirs, executors or personal representatives of such Optionee may exercise the Option. (c) PARTIAL EXERCISE--Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part during the applicable Option Period; provided, however, that the Company shall not be required to issue fractional shares and the Committee may, by the terms of the Option, require any partial exercise to be with respect to a specified minimum number of shares. (d) MANNER OF EXERCISE--An exercisable Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or his office of all of the following prior to the time when such Option or portion thereof becomes unexercisable under the terms of this Plan or the applicable Stock Option Agreement: (i) Notice in writing signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that such Option or portion thereof is exercised, such notice complying with all applicable rules established by the Committee; (ii) Full payment (in cash or by check) of the exercise price for the shares with respect to which such Option or portion thereof is exercised; (iii) Such representations and documents as the Committee, in its absolute discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act and any other federal or state securities laws or regulations. The Committee may, in its absolute discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without limitation, placing legends on share certificates and issuing stop-transfer orders to transfer agents and registrars; (iv) Full payment (in cash or by check) to the Company of all amounts which, under federal, state or local law, it is required to withhold in connection with the exercise of the Option; and (v) In the event the Option or portion thereof shall be exercised by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option. 4.4 CONDITIONS TO ISSUANCE OF STOCK CERTIFICATES--The Company shall not be required to issue or deliver any certificate or certificates for shares of Stock purchased upon the exercise of any Option or portion thereof prior to fulfillment of all of the following conditions: (a) The completion of any registration or other qualification of or notice regarding such shares under any state or federal law or under the rules or regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; (b) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and (c) The lapse of such reasonable period of time following the exercise of the Option as the Committee may establish from time to time for reasons of administrative convenience, provided that, upon issuance, the shares shall be considered issued and outstanding as of the date such Option was exercised. 4.5 RIGHTS AS STOCKHOLDERS--The holders of Options shall not be, nor have any of the rights or privileges of, stockholders of the Company in respect of any shares purchasable upon the exercise of any part of an Option unless and until certificates representing such shares have been issued by the Company to such holders. 4.6 MERGER, CONSOLIDATION, ACQUISITION, LIQUIDATION OR DISSOLUTION--In the event the Company shall not be the surviving corporation in any merger, consolidation, or reorganization, or in the event of acquisition by another corporation of all or substantially all of the assets of the Company, every Option outstanding hereunder may be assumed (with appropriate changes) by the surviving, continuing, successor or purchasing corporation, as the case may be, subject to any applicable provisions of the Code or replaced with new Options of comparable value (in accordance with Section 424(a) of the Code). In the event (i) that such surviving, continuing, successor or purchasing corporation, as the case may be, does not assume or replace the outstanding Options hereunder, or (ii) of liquidation or dissolution of the Company, the Committee may provide that each Optionee shall have the right, within a period commencing not more than thirty (30) days immediately prior to and ending on the day immediately prior to such merger, consolidation, reorganization or acquisition by another corporation of all or substantially all of the assets of the Company or the liquidation or dissolution of the Company, to exercise the Optionee's outstanding Options to the extent of all or any part of the aggregate number of shares subject to such Option(s). In the event of a "Change of Control" (as defined below), the Committee may accelerate the time at which Options granted under this Plan may be exercised by the Optionee. For purposes of this Section 4.6, "Change of Control" shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (in effect on the date hereof) promulgated under the Securities Exchange Act of 1934, as in effect on the date hereof; provided, however, that, without limitation, such a Change of Control shall be deemed to occur when either (i) a person (other than KKR Associates, L.P. and/or any of its affiliates, or a Director nominated or selected by the Board or an Officer elected by the Board) acquires beneficial ownership (as defined by Securities and Exchange Commission Rule 13d-3) of 25% or more of the combined voting power of the Company's voting securities, or (ii) less than a majority of the Directors are persons who were either nominated or selected by the Board. 4.7 TRANSFER RESTRICTIONS--The Committee, in its absolute discretion, may impose such restrictions on the transferability of the shares purchasable upon the exercise of an Option as it deems appropriate. Any such restriction shall be set forth in the respective Stock Option Agreement and may be referred to on the certificates evidencing such shares. ARTICLE V ADMINISTRATION 5.1 DUTIES AND POWERS OF COMMITTEE--The Committee shall have the power to interpret this Plan and any Stock Option Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent herewith and to interpret, amend, or revoke any such rules. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to this Plan or an Option. 5.2 MAJORITY RULE--The Committee shall act by a majority of its members in office. The Committee may act either by a vote at a meeting or by a memorandum or other written instrument signed by a majority of the Committee. 5.3 EXPENSES: INDEMNIFICATION--All reasonable expenses and liabilities actually incurred in connection with the administration of the Plan shall be borne by the Company. The Committee may employ attorneys, consultants, accountants, appraisers, brokers or other persons. The Committee, the Company and its Officers and Directors shall be fully justified in relying, or acting in good faith upon the advice, opinion, valuations or information furnished by such persons. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon all Optionees, the Company and all other interested persons. Each person who is or shall have been a member of the Committee shall be indemnified and held harmless by the Company against and from any and all loss, cost, liability or expense that may be imposed upon or reasonably incurred by such person in connection with or resulting from any claim, action, suit or proceeding to which such person may be or becomes a party or in which such person may be or becomes involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by such person in settlement thereof (with the Company's written approval) or paid by such person in satisfaction of a judgment in any such action, suit or proceeding, except a judgment in favor of the Company based upon a finding of such person's lack of good faith; subject, however, to the condition that upon the institution of any claim, action, suit or proceeding against such person, such person shall, in writing, give the Company notice and an opportunity, at its own expense, to handle his own defense. The foregoing right of indemnification shall not be exclusive of any other right to which such person may be entitled as a matter of law or otherwise or any other right or power that the Company may have to indemnify or hold such person harmless. ARTICLE VI MISCELLANEOUS 6.1 OPTIONS NOT TRANSFERABLE--Neither an Option nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Optionee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition is voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 6.1 shall not prevent transfers by will or by the applicable laws of descent and distribution. 6.2 AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN-- No Option shall be granted pursuant to this Plan after July 16, 2006, on which date this Plan will terminate except as to Options then outstanding under the Plan. Options outstanding as of July 16, 2006, shall remain in effect until they are exercised or they expire. The Committee may at any time before such date amend, modify or terminate the Plan. No amendment, modification or termination of this Plan may adversely affect the rights of any Optionee under any then outstanding Option granted hereunder without the consent of such Optionee. 6.3 EFFECT OF PLAN UPON OTHER COMPENSATION PLANS-- Nothing in this Plan shall be construed to limit the right of the Company (a) to establish any other forms of incentive or other compensation for Employees, or (b) to grant or assume options otherwise than under this Plan in connection with any proper corporate purpose including, without limitation, the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, firm or association. 6.4 EFFECT OF PLAN UPON EMPLOYMENT--Nothing in this Plan shall be construed as an obligation of the Company or its Subsidiaries to continue the employment of any Employee. 6.5 TITLES--Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Plan. 6.6 GOVERNING LAW--The laws of the State of Kansas shall govern the interpretation, validity and performance of the terms of this Plan regardless of the law that might be applied under principles of conflicts of laws. 6.7 CONFORMITY TO SECURITIES LAWS--The Plan is intended to conform to the extent necessary with all provisions of the Securities Act and the Securities Exchange Act of 1934, as amended, and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder. Notwithstanding anything herein to the contrary, the Plan shall be administered, and Options shall be granted and may be exercised, only in such manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and Options granted hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations. EX-23 3 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Layne Christensen Company on Form S-8 of our reports dated March 19, 1999, appearing in the Annual Report on Form 10-K of Layne Christensen Company for the year ended January 31, 1999. /s/ Deloitte & Touche LLP Kansas City, Missouri June 14, 1999 -----END PRIVACY-ENHANCED MESSAGE-----