Layne Christensen Co - Current report filing (8-K)
March 19 2008 - 12:37PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 13, 2008
LAYNE CHRISTENSEN COMPANY
(Exact Name of Registrant as Specified in Charter)
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Delaware
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0-20578
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48-0920712
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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1900 Shawnee Mission Parkway
Mission Woods, Kansas 66205
(Address of Principal Executive Offices)
(913) 362-0510
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
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SECTION 5 CORPORATE GOVERNANCE AND MANAGEMENT
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ITEM 5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
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On March 13, 2008, Layne Christensen Company (the
Company
) entered into
Severance Agreements with Andrew B. Schmitt, Gregory F. Aluce, Steven F. Crooke, Jerry W. Fanska
and Jeffrey J. Reynolds (each an
Employee
), respectively. Each of the Severance
Agreements are the same except that Mr. Schmitts Severance Agreement reflects that, if his
Severance Agreement is terminated, the severance benefits that Mr. Schmitt is currently entitled to
receive under a letter agreement dated October 12, 1993 with Kohlberg Kravis Roberts will again
become effective. Under the 1993 letter agreement, Mr. Schmitt is entitled to (i) 24-months salary
continuation after a termination (other than for cause) and (ii) a
lump sum severance payment of equivalent value in the event of a change
of control.
A copy of each Severance Agreement is attached hereto as Exhibit 10.1, 10.2, 10.3, 10.4 and
10.5, respectively, and the following summary of the terms of the Severance Agreements is qualified
in its entirety by reference to the Severance Agreements.
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If before a change of control, the Company terminates the Employees employment without
cause or if the Company constructively terminates the Employees employment (i.e., the
Employee leaves for good reason), the Employee is entitled to receive severance benefits
that include (i) 24 months of continued base salary, (ii) continued vesting of equity-based
awards and a continued right to exercise outstanding stock options during this 24-month
severance period, (iii) for any performance-based equity award that is exercisable, payable
or becomes vested only if the applicable performance-based criteria is satisfied, such
performance-based award will become exercisable, payable or become vested at the time of
and only if the underlying performance criteria is satisfied, (iv) for any
performance-based stock options that become exercisable after the end of the 24-month
severance period, such stock options will remain exercisable until the earlier of the
original expiration date of the option or 90 days after the end of the 24 month severance
period, (v) continued participation in the Companys welfare benefit plans (or comparable
arrangements) throughout the 24 month severance period, and (vi) payment of any applicable
COBRA premiums.
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If the Employees employment is terminated due to death, the Employees estate or his
beneficiaries will be entitled to receive (i) immediate acceleration of the vesting of the
Employees service-based equity awards and the right to exercise the service-based stock
options until the earlier of the original expiration date of the options or 12 months after
the Employees date of death, (ii) for any performance-based equity award that is
exercisable, payable or becomes vested only if the applicable performance-based criteria is
satisfied, such performance-based award will become exercisable, payable or become vested
at the time of and only if the underlying performance criteria is satisfied, and (iii) for
any performance-based stock option that becomes exercisable due to the satisfaction of the
underlying performance criteria, the continued right to exercise the option until the
earlier of the options original expiration date or 12 months after the Employees date of
death.
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If the Employees employment is terminated due to disability, the Employee will be
entitled to (i) payment of a lump sum disability benefit equal to 12 months base salary,
(ii) immediate acceleration of the vesting of his service-based equity awards and a
continuation of his right to exercise any service-based stock options for a period of 12
months after the termination, (iii) for any performance-based equity award that is
exercisable, payable or becomes vested only if the applicable performance-based criteria is
satisfied, such performance-based award will become exercisable, payable or become vested
at the time of and only if the underlying performance criteria is satisfied, and (iv) for
any performance-based stock options that have become exercisable due to the satisfaction of
the underlying performance criteria, the continued right to exercise the options until the
earlier of the options original expiration date or 12 months after the Employees
termination.
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Upon a change of control of the Company, all of the Employees equity awards will become
immediately vested on the effective date of the change. Following a change of control of
the Company and for a three-year period following the change of control, the successor
Company is obligated to both (i) continue to employ the Employee in a substantially similar
position (at an equal or greater base salary as before the change of control) and (ii)
provide the Employee with certain welfare benefits and bonus compensation opportunities
similar to those of other similarly situated employees.
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If the Employees employment is terminated by the Company without cause or is
constructively terminated (i.e., the Employee leaves for good reason) during the
three-year period following a change of control of the Company, he is entitled to:
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A special lump-sum severance payment equal to the present value of the
remaining base salary he would receive if he remained an employee until the later
of the end of the third anniversary of the change of control or the second
anniversary of his termination date;
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Coverage under all employee benefit plans that covered him prior to
termination until the later of the end of the third anniversary of the change of
control or the second anniversary of his termination date; and
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If any payments made pursuant to the Severance Agreement are subject to
the Internal Revenue Codes penalty tax provisions for excessive golden parachute
payments, then the Company will reimburse (on an after tax basis) the Employee for
the amount of any such penalty tax.
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Generally, all severance payments under the agreements will begin following the
Employees termination of employment. However, as is provided for in the Severance
Agreements, certain delays in payment timing may occur in order to comply with Section 409A
of the Internal Revenue Code.
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SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits.
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10.1
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Severance Agreement, dated March 13, 2008, by
and between Andrew B. Schmitt and Layne Christensen Company.
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10.2
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Severance Agreement, dated March 13, 2008, by
and between Gregory F. Aluce and Layne Christensen Company.
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10.3
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Severance Agreement, dated March 13, 2008, by
and between Steven F. Crooke and Layne Christensen Company.
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10.4
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Severance Agreement, dated March 13, 2008, by
and between Jerry W. Fanska and Layne Christensen Company.
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10.5
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Severance Agreement, dated March 13, 2008, by
and between Jeffrey J. Reynolds and Layne Christensen Company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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LAYNE CHRISTENSEN COMPANY
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Date: March 18, 2008
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By:
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/s/ A. B. Schmitt
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Name:
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Andrew B. Schmitt
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Title:
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President and Chief Executive Officer
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-4-
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