þ | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Delaware | 48-0920712 | |
(State or other jurisdiction | (I.R.S. Employer Identification No.) | |
of incorporation or organization) |
1. | Portions of the following document are incorporated by reference into the indicated parts of this report: Definitive Proxy Statement for the 2005 Annual Meeting of Stockholders to be filed with the Commission pursuant to Regulation 14A Part III. |
Exhibit No. | Description | |||
4(1)
|
- | Restated Certificate of Incorporation of the Registrant (filed with the Registrants Annual Report on Form 10-K for the fiscal year ended January 31, 1996 (File No. 0-20578), as Exhibit 3(1) and incorporated herein by this reference) | ||
4(2)
|
- | Amended and Restated Bylaws of the Registrant (filed with Exhibit 99.2 to the Registrants Form 8-K dated December 5, 2003 and incorporated herein by reference) | ||
4(3)
|
- | Specimen Common Stock Certificate (filed with Amendment No. 3 to the Registrants Registration Statement (File No. 33-48432) as Exhibit 4(1) and incorporated herein by reference) | ||
4(4)
|
- | Loan Agreement, dated as of July 31, 2003, by and among Layne Christensen Company, LaSalle Bank National Association, as administrative agent and a lender and certain other lenders named in the Loan Agreement (filed with the Registrants 10-Q for the quarter ended July 31, 2003 (File No. 0-20578) as Exhibit 4(5) and incorporated herein by reference) |
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4(5)
|
- | Master Shelf Agreement, dated as of July 31, 2003, by and among Layne Christensen Company, Prudential Investment Management, Inc., The Prudential Insurance Company of America, Pruco Life Insurance Company, Security Life of Denver Insurance Company and such other Purchasers of the Notes as may be named in the Master Shelf Agreement from time to time (filed with the Registrants 10-Q for the quarter ended July 31, 2003 (File No. 0-20578) as Exhibit 4(5) and incorporated herein by reference) | ||
10(1)
|
- | Tax Liability Indemnification Agreement between the Registrant and The Marley Company (filed with Amendment No. 3 to the Registrants Registration Statement (File No. 33-48432) as Exhibit 10(2) and incorporated herein by reference) | ||
10(2)
|
- | Lease Agreement between the Registrant and Parkway Partners, L.L.C. dated December 21, 1994 (filed with the Registrants Annual Report on Form 10-K for the fiscal year ended January 31, 1995 (File No. 0-20578) as Exhibit 10(2) and incorporated herein by reference) | ||
10(2.1)
|
- | First Modification & Ratification of Lease, dated as of February 26, 1996, between Parkway Partners, L.L.C. and the Registrant (filed with the Registrants Annual Report on Form 10-K for the fiscal year ended January 31, 1996 (File No. 0-20578), as Exhibit 10(2.1) and incorporated herein by this reference) | ||
10(2.2)
|
- | Second Modification and Ratification of Lease Agreement between Parkway Partners, L.L.C. and Layne Christensen Company dated April 28, 1997 (filed with the Registrants Annual Report on Form 10-K for the fiscal year ended January 31, 1999 (File No. 0-20578), as Exhibit 10(2.2) and incorporated herein by this reference) | ||
10(2.3)
|
- | Third Modification and Extension Agreement between Parkway Partners, L.L.C. and Layne Christensen Company dated November 3, 1998 (filed with the Companys 10-Q for the quarter ended October 31, 1998 (File No. 0-20578) as Exhibit 10(1) and incorporated herein by reference) | ||
10(2.4)
|
- | Fourth Modification and Extension Agreement between Parkway Partners, L.L.C. and Layne Christensen Company executed May 17, 2000, effective as of December 29, 1998 (filed with the Companys 10-Q for the quarter ended July 31, 2000 (File No. 0-20578) as Exhibit 10.1 and incorporated herein by reference) | ||
10(2.5)
|
- | Fifth Modification and extension Agreement between Parkway Partners, L.L.C. and Layne Christensen Company dated March 1, 2003 (filed as Exhibit 10(2.5) to the Registrants Annual Report on Form 10-K for the fiscal year ended January 31, 2003 (File No. 0-20578) and incorporated herein by this reference) | ||
**10(3)
|
- | Form of Stock Option Agreement between the Company and management of the Company (filed with Amendment No. 3 to the Registrants Registration Statement (File No. 33-48432) as Exhibit 10(7) and incorporated herein by reference) | ||
10(4)
|
- | Insurance Liability Indemnity Agreement between the Company and The Marley Company (filed with Amendment No. 3 to the |
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Registrants Registration Statement (File No. 33-48432) as Exhibit 10(10) and incorporated herein by reference) | ||||
10(5)
|
- | Agreement between The Marley Company and the Company relating to tradename (filed with the Registrants Registration Statement (File No.33-48432) as Exhibit 10(10) and incorporated herein by reference) | ||
**10(6)
|
- | Form of Subscription Agreement for management of the Company (filed with Amendment No. 3 to the Registrants Registration Statement (File No. 33-48432) as Exhibit 10(16) and incorporated herein by reference) | ||
**10(7)
|
- | Form of Subscription Agreement between the Company and Robert J. Dineen (filed with Amendment No. 3 to the Registrants Registration Statement (File No. 33-48432) as Exhibit 10(17) and incorporated herein by reference) | ||
10(8)
|
- | Loan Agreement, dated as of July 31, 2003, by and among Layne Christensen Company, LaSalle Bank National Association, as administrative agent and a lender and certain other lenders named in the Loan Agreement (filed with the Registrants 10-Q for the quarter ended July 31, 2003 (File No. 0-20578) as Exhibit 4(5) and incorporated herein by reference) | ||
10(9)
|
- | Master Shelf Agreement, dated as of July 31, 2003, by and among Layne Christensen Company, Prudential Investment Management, Inc., The Prudential Insurance Company of America, Pruco Life Insurance Company, Security Life of Denver Insurance Company and such other Purchasers of the Notes as may be named in the Master Shelf Agreement from time to time (filed with the Registrants 10-Q for the quarter ending July 31, 2003 (File No. 0-20578) as Exhibit 4(6) and incorporated herein by reference) | ||
**10(10)
|
- | Letter Agreement between Andrew B. Schmitt and the Company dated October 12, 1993 (filed with the Companys Annual Report on Form 10-K for the fiscal year ended January 31, 1995 (File No. 0-20578) as Exhibit 10(13) and incorporated herein by reference) | ||
**10(11)
|
- | Form of Incentive Stock Option Agreement between the Company and Management of the Company (filed with the Companys Annual Report on Form 10-K for the fiscal year ended January 31, 1996 (File No. 0-20578), as Exhibit 10(15) and incorporated herein by this reference) | ||
10(12)
|
- | Registration Rights Agreement, dated as of November 30, 1995, between the Company and Marley Holdings, L.P. (filed with the Companys Annual Report on Form 10-K for the fiscal year ended January 31, 1996 (File No. 0-20578), as Exhibit 10(17) and incorporated herein by this reference) | ||
**10(13)
|
- | Form of Incentive Stock Option Agreement between the Company and Management of the Company effective February 1, 1998 (filed with the Companys Form 10-Q for the quarter ended April 30, 1998 (File No. 0-20578) as Exhibit 10(1) and incorporated herein by reference) |
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**10(14)
|
- | Form of Incentive Stock Option Agreement between the Company and Management of the Company effective April 20, 1999 (filed with the Companys Form 10-Q for the quarter ended April 30, 1999 (File No. 0-20578) as Exhibit 10(2) and incorporated herein by reference) | ||
**10(15)
|
- | Form of Non Qualified Stock Option Agreement between the Company and Management of the Company effective as of April 20, 1999 (filed with the Companys Form 10-Q for the quarter ended April 30, 1999 (File No. 0-20578) as Exhibit 10(3) and incorporated herein by reference) | ||
**10(16)
|
- | Layne Christensen Company District Incentive Compensation Plan (revised effective February 1, 2000)(filed as Exhibit 10(17) to the Registrants Annual Report on Form 10-K for the fiscal year ended January 31, 2003 (File No. 0-20578) and incorporated herein by this reference) | ||
10(17)
|
- | Layne Christensen Company Executive Incentive Compensation Plan (revised effective May 1, 1997)+ | ||
**10(18)
|
- | Layne Christensen Company Corporate Staff Incentive Compensation Plan (revised effective October 10, 2003) + |
||
10(19)
|
- | Standstill Agreement, dated March 26, 2004, by and among Layne Christensen Company, Wynnefield Partners Small Cap Value, L.P., Wynnefield Small Cap Value Offshore Fund, Ltd., Wynnefield Partners Small Cap Value L.P.I., Channel Partnership II, L.P., Wynnefield Capital Management, LLC, Wynnefield Capital, Inc., Wynnefield Capital, Inc. Profit Sharings Money Purchase Plan, Nelson Obus and Joshua Landes+ | ||
**10(20)
|
- | Summary of 2005 Salaries of Named Executive Officers+ | ||
21(1)
|
- | List of Subsidiaries+ | ||
23(1)
|
- | Consent of Deloitte & Touche LLP+ | ||
23(2)
|
- | Consent of Cawley, Gillespie & Associates, Inc. + | ||
31(1)
|
- | Section 302 Certification of Principal Executive Officer of the Company* | ||
31(2)
|
- | Section 302 Certification of Principal Financial Officer of the Company* | ||
32(1)
|
- | Section 906 Certification of Principal Executive Officer of the Company* | ||
32(2)
|
- | Section 906 Certification of Principal Financial Officer of the Company* |
** | Management contracts or compensatory plans or arrangements required to be identified by Item 14(a)(3). | |
* | Filed herewith. | |
+ | Filed with the Companys Annual Report on From 10-K for the fiscal year ended January 31, 2005 (filed on April 18, 2005). |
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LAYNE CHRISTENSEN COMPANY | ||||||
By | /s/ A. B. Schmitt | |||||
President and | ||||||
Dated: October 31, 2005
|
Chief Executive Officer |
Signature and Title
|
Date | |||
/s/ A. B. Schmitt
|
October 31, 2005 | |||
President, Chief Executive Officer |
||||
and Director (Principal Executive Officer) |
||||
/s/ Jerry W. Fanska
|
October 31, 2005 | |||
Vice President-Finance and Treasurer |
||||
(Principal Financial and Accounting Officer) |
||||
/s/ Robert J. Dineen
|
October 31, 2005 | |||
Director |
||||
/s/ Donald K. Miller
|
October 31, 2005 | |||
Director |
||||
/s/ David A. B. Brown
|
October 31, 2005 | |||
Director |
||||
/s/
J. Samuel Butler
|
October 31, 2005 | |||
Director |
||||
/s/ Anthony B. Helfet
|
October 31, 2005 | |||
Director |
||||
/s/ Warren Lichtenstein
|
October 31, 2005 | |||
Director |
||||
/s/ Nelson Obus
|
October 31, 2005 | |||
Director |
||||
/s/ Jeff Reynolds
|
October 31, 2005 | |||
Director |
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