LAYN / Layne Christensen Co. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Layne Christensen Co.
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HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
CIK 888504
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Layne Christensen Co.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
February 14, 2019 SC 13G/A

LAYN / Layne Christensen Co. / STEELHEAD PARTNERS LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2. (Amendment No. 1)* Layne Christensen Company (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 521050104 (CUSIP Number) December 31, 201

July 3, 2018 SC 13G/A

LAYN / Layne Christensen Co. / VAN DEN BERG MANAGEMENT I, INC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 4 )* Layne Christensen Company (Name of Issuer) Common Stock, Par Value $0.01 per share (Title of Class of Securities) 521050104 (CUSIP Number) James D. Brill

June 25, 2018 15-12B

LAYN / Layne Christensen Co. 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-34195 LAYNE CHRISTENSEN COMPANY (Exact name of registrant as spec

June 19, 2018 SC 13D/A

LAYN / Layne Christensen Co. / Linden Capital L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) LAYNE CHRISTENSEN COMPANY (Name of Issuer) Common Stock, $.01 par value per share (Title of Class of Securities) 521050104 (CUSIP Number) Saul Ahn c/o Linden Advisors LP 590 Madison Ave., 15th floor New York, NY 10022 646-840-3642 (Name, Address

June 18, 2018 SC 13D/A

LAYN / Layne Christensen Co. / Cetus Capital II, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Layne Christensen Company (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 521050104 (CUSIP Number) Cetus Capital II, LLC Cetus Capital III, L.P. Littlejohn Opportunities Master Fund LP VSS Fund, L.P. OFM II, LP 8 Sound Shore

June 15, 2018 SC 13D/A

LAYN / Layne Christensen Co. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 17) Layne Christensen Company (Name of Issuer) Common Stock (Title of Class of Securities) 521050104 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to

June 14, 2018 S-8 POS

LAYN / Layne Christensen Co. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on June 14, 2018 Registration No.

June 14, 2018 S-8 POS

LAYN / Layne Christensen Co. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on June 14, 2018 Registration No.

June 14, 2018 S-8 POS

LAYN / Layne Christensen Co. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on June 14, 2018 Registration No.

June 14, 2018 S-8 POS

LAYN / Layne Christensen Co. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on June 14, 2018 Registration No.

June 14, 2018 S-8 POS

LAYN / Layne Christensen Co. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on June 14, 2018 Registration No.

June 14, 2018 S-8 POS

LAYN / Layne Christensen Co. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on June 14, 2018 Registration No.

June 14, 2018 S-8 POS

LAYN / Layne Christensen Co. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on June 14, 2018 Registration No.

June 14, 2018 S-8 POS

LAYN / Layne Christensen Co. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on June 14, 2018 Registration No.

June 14, 2018 S-8 POS

LAYN / Layne Christensen Co. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on June 14, 2018 Registration No.

June 14, 2018 EX-4.1

4.25% Supplemental Indenture, dated as of June 14, 2018, between the Company and U.S. Bank National Association

EX-4.1 Exhibit 4.1 LAYNE CHRISTENSEN COMPANY AS ISSUER 4.25% CONVERTIBLE SENIOR NOTES DUE 2018 FIRST SUPPLEMENTAL INDENTURE DATED AS OF JUNE 14, 2018 to INDENTURE DATED AS OF NOVEMBER 12, 2013 U.S. BANK NATIONAL ASSOCIATION AS TRUSTEE FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE dated as of June 14, 2018 (this “First Supplemental Indenture”), among Layne Christensen Company, a Delawar

June 14, 2018 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders

Form 8-K UNITED STATES 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): June 13, 2018 LAYNE CHRISTENSEN COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-34195 48-0920712 (State or other jurisdiction of incorporation) (Commi

June 14, 2018 EX-3.1

Seventh Amended & Restated Certificate of Incorporation of the Company

EX-3.1 Exhibit 3.1 SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LAYNE CHRISTENSEN COMPANY FIRST. The name of the corporation is Layne Christensen Company. SECOND. The address of the corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange St., Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is

June 14, 2018 EX-3.2

Second Amended & Restated Bylaws of the Company

EX-3.2 Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF LAYNE CHRISTENSEN COMPANY ARTICLE I Meetings of Stockholders Section 1.1. Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date, time and place, if any, either within or without the State of Delaware, as may be designated by resolution of the Board of Direct

June 14, 2018 EX-4.2

8.00% Supplemental Indenture, dated as of June 14, 2018, by and among the Company, Granite, and U.S. Bank National Association

EX-4.2 Exhibit 4.2 LAYNE CHRISTENSEN COMPANY AS ISSUER AND GRANITE CONSTRUCTION INCORPORATED (SOLELY FOR PURPOSES OF SECTION 2.02 HEREOF) 8.00% SENIOR SECURED SECOND LIEN CONVERTIBLE NOTES FIRST SUPPLEMENTAL INDENTURE DATED AS OF JUNE 14, 2018 to INDENTURE DATED AS OF MARCH 2, 2015 U.S. BANK NATIONAL ASSOCIATION AS TRUSTEE AND COLLATERAL AGENT FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENT

June 8, 2018 425

LAYN / Layne Christensen Co. 425 (Prospectus)

425 Filed by Layne Christensen Company pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Layne Christensen Company Commission File No.

June 7, 2018 425

LAYN / Layne Christensen Co. 425 (Prospectus)

425 Filed by Layne Christensen Company pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Layne Christensen Company Commission File No.

June 5, 2018 EX-99.1

LAYNE CHRISTENSEN REPORTS FISCAL 2019 FIRST QUARTER RESULTS

Exhibit 99.1 LAYNE CHRISTENSEN REPORTS FISCAL 2019 FIRST QUARTER RESULTS THE WOODLANDS, TEXAS, June 5, 2018 – Layne Christensen Company (NASDAQ: LAYN) (“Layne” or the “Company”) today announced financial and operating results for the fiscal 2019 first quarter (Q1 FY 2019) ended April 30, 2018. Q1 FY 2019 Financial Highlights • Net income from continuing operations for Q1 FY 2019 was $2.9 million,

June 5, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 layn-8k20180605.htm LAYN-2018-06-05-8-K UNITED STATES 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): June 5, 2018 LAYNE CHRISTENSEN COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of in

June 5, 2018 425

LAYN / Layne Christensen Co. LAYN-2018-06-05-8-K (Prospectus)

UNITED STATES 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): June 5, 2018 LAYNE CHRISTENSEN COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34195 (Commission File Number

June 5, 2018 EX-99.1

LAYNE CHRISTENSEN REPORTS FISCAL 2019 FIRST QUARTER RESULTS

Exhibit 99.1 LAYNE CHRISTENSEN REPORTS FISCAL 2019 FIRST QUARTER RESULTS THE WOODLANDS, TEXAS, June 5, 2018 – Layne Christensen Company (NASDAQ: LAYN) (“Layne” or the “Company”) today announced financial and operating results for the fiscal 2019 first quarter (Q1 FY 2019) ended April 30, 2018. Q1 FY 2019 Financial Highlights • Net income from continuing operations for Q1 FY 2019 was $2.9 million,

June 5, 2018 10-Q

Unaudited condensed consolidated interim financial statements of Layne Christensen Company as of April 30, 2018 and for the three months ended April 30, 2018 and 2017 (Incorporated herein by references to pages 3 through 27 Layne Christensen Company’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2018 filed with the Securities and Exchange Commission on June 5, 2018)

10-Q 1 layn-10q20180430.htm 10-Q 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

June 5, 2018 EX-95

Mine Safety Disclosures

Exhibit 95 Mine Safety Disclosures Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) requires companies to disclose in their periodic reports information about the coal and other mines at which they are an operator.

June 1, 2018 425

LAYN / Layne Christensen Co. 425 (Prospectus)

425 Filed by Layne Christensen Company pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Layne Christensen Company Commission File No.

May 29, 2018 SD

LAYN / Layne Christensen Co. SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Layne Christensen Company (Exact name of registrant as specified in its charter) Delaware 001-34195 48-0920712 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation or organization) Identification No.) 1800 Hughes Landing Blvd, Suite 800, The Woodlands, Te

May 25, 2018 425

LAYN / Layne Christensen Co. 425 (Prospectus)

425 Filed by Layne Christensen Company pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Layne Christensen Company Commission File No.

May 21, 2018 SC 13D/A

LAYN / Layne Christensen Co. / Cetus Capital II, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Layne Christensen Company (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 521050104 (CUSIP Number) Cetus Capital II, LLC Cetus Capital III, L.P. Littlejohn Opportunities Master Fund LP VSS Fund, L.P. OFM II, LP 8 Sound Shor

May 17, 2018 EX-99.1

Investor Presentation Layne / Granite Merger Update May 2018

Investor Presentation Layne / Granite Merger Update May 2018 Cautionary Note to Investors Forward-Looking Statements All statements in this presentation (and oral statements made regarding the subjects of this presentation) other than historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended.

May 17, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES 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): May 17, 2018 LAYNE CHRISTENSEN COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-34195 48-0920712 (State or other jurisdiction of incorporation) (Commission File

May 17, 2018 EX-99.1

Investor Presentation Layne / Granite Merger Update May 2018

Investor Presentation Layne / Granite Merger Update May 2018 Cautionary Note to Investors Forward-Looking Statements All statements in this presentation (and oral statements made regarding the subjects of this presentation) other than historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended.

May 17, 2018 425

LAYN / Layne Christensen Co. 8-K (Prospectus)

UNITED STATES 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): May 17, 2018 LAYNE CHRISTENSEN COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-34195 48-0920712 (State or other jurisdiction of incorporation) (Commission File

May 16, 2018 425

LAYN / Layne Christensen Co. 425 (Prospectus)

425 Filed by Layne Christensen Company pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Layne Christensen Company Commission File No.

May 15, 2018 DEFM14A

LAYN / Layne Christensen Co. DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 14, 2018 425

LAYN / Layne Christensen Co. 8-K (Prospectus)

UNITED STATES 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): May 14, 2018 LAYNE CHRISTENSEN COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34195 (Commission File Number

May 14, 2018 8-K

Other Events

UNITED STATES 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): May 14, 2018 LAYNE CHRISTENSEN COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34195 (Commission File Number

May 10, 2018 425

LAYN / Layne Christensen Co. 425 (Prospectus)

425 Filed by Layne Christensen Company pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Layne Christensen Company Commission File No.

May 10, 2018 SC 13D

LAYN / Layne Christensen Co. / Linden Capital L.P. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) LAYNE CHRISTENSEN COMPANY (Name of Issuer) Common Stock, $.01 par value per share (Title of Class of Securities) 521050104 (CUSIP Number) Saul Ahn c/o Linden Advisors LP 590 Madison Ave., 15th floor New York, NY 10022 646-840-3642 (Name, Address and Teleph

May 4, 2018 SC 13G/A

LAYN / Layne Christensen Co. / Linden Capital L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* LAYNE CHRISTENSEN COMPANY (Name of Issuer) Common Stock, $.01 par value per share (Title of Class of Securities) 521050104 (CUSIP Number) September 12, 2017, December 31, 2017 ** (Date of Event which Requires Filing of this Statement) Check the appropria

April 27, 2018 425

LAYN / Layne Christensen Co. 425 (Prospectus)

425 Filed by Layne Christensen Company pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Layne Christensen Company Commission File No.

April 20, 2018 10-K/A

LAYN / Layne Christensen Co. LAYN-10-K/A-20180131 (Annual Report)

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended January 31, 2018 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number: 001

April 12, 2018 425

LAYN / Layne Christensen Co. 425 (Prospectus)

425 Filed by Layne Christensen Company pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Layne Christensen Company Commission File No.

April 11, 2018 425

LAYN / Layne Christensen Co. 425 (Prospectus)

425 Filed by Layne Christensen Company pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Layne Christensen Company Commission File No.

April 10, 2018 EX-4.12

Agreement dated as of March 19, 2018, among Layne Christensen Company and the purchasers listed therein relating to the issuance of Layne's 11.0% Senior Unsecured Notes due October 16, 2019.

Exhibit 4.12 Layne Christensen Company $71,000,000 11.0% Senior Unsecured Notes due October 16, 2019 Dated March 19, 2018 137954161.10 Table of Contents Section HeadingPage Section 1.Authorization of Notes.1 Section 1.1.Authorization of Issue of Notes1 Section 2.Issuance of Notes; Fees.1 Section 2.1.Sale and Purchase of Notes1 Section 2.2.Fees1 Section 3.Closing.1 Section 3.1.Closing1 Section 3.2.

April 10, 2018 EX-21.1

List of Subsidiaries.

Exhibit 21.1 SUBSIDIARIES OF LAYNE CHRISTENSEN COMPANY NAME OF SUBSIDIARY JURISDICTION OF INCORPORATION PERCENTAGE OF VOTING STOCK OWNED BY COMPANY ¿ Boyles Bros. Drilling Company Utah 100% Christensen Boyles Corporation Delaware 100% Collector Wells International, Inc. Ohio 100% Discretionary Trust Zimbabwe 100% ESEMES (Mauritius) Ltd. Mauritius 100% Fenix Supply, LLC Delaware 100% Fursol Informa

April 10, 2018 EX-10.22

Severance Agreement, dated March 29, 2016, by and between Layne Christensen Company and Kevin Maher.

Exhibit 10.22 SEVERANCE AGREEMENT This Severance Agreement (the "Agreement") is made as of March 29, 2016 (the "Effective Date") by and between Layne Christensen Company, a Delaware corporation ("Company"), and Kevin Maher ("Employee"). RECITALS WHEREAS, Employee serves as a key employee of Company and the services and knowledge of Employee are valuable to Company in connection with the management

April 10, 2018 10-K

Audited Consolidated Financial Statements of Layne Christensen Company as of January 31, 2018 and for the years ended January 31, 2018 and 2017, the notes related thereto, the reports of the Independent Registered Public Accounting Firm relating to the financial statements and internal control over financial reporting (Incorporated herein by reference to pages 45 through 87 of Layne Christensen Company’s Annual Report on Form 10-K for the year ended January 31, 2018 filed with the Securities and Exchange Commission on April 10, 2018)

33+ United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended January 31, 2018 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number: 001-34195 Layne Chr

April 10, 2018 EX-95

Mine Safety Disclosures.

Exhibit 95 Mine Safety Disclosures Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) requires companies to disclose in their periodic reports information about the coal and other mines at which they are an operator.

April 10, 2018 EX-10.24

2017 Form of Performance Shares Agreement between Layne and management of Layne for use with the 2006 Equity Incentive Plan.

Exhibit 10.24 LAYNE CHRISTENSEN COMPANY 2006 EQUITY INCENTIVE PLAN Performance Shares Agreement Date of Grant:, 2017 Number of Performance Shares Granted: This Award Agreement dated , 2017, is made by and between Layne Christensen Company, a Delaware corporation (the "Company"), and ("Participant"). RECITALS: A.Effective June 8, 2006, the Company's stockholders approved the Layne Christensen Compa

April 10, 2018 EX-10.25

Layne Christensen Company Long-Term Incentive Plan (amended and restated as of February 1, 2017).

Exhibit 10.25 Layne Christensen Company Long-Term Incentive Plan Section I.Effective Date. This Layne Christensen Company Long-Term Incentive Plan (the "LTI Plan" or "Plan") is effective as of February 1, 2017. This Plan supersedes and replaces the Layne Christensen Company Long-Term Incentive Compensation Plan in effect on February 1, 2015. Section II.Purpose of Plan and plan overview. Layne Chri

April 10, 2018 EX-10.9

Layne Christensen Company Executive Short-Term Incentive Plan (amended and restated as of February 1, 2017).

Exhibit 10.9 Layne Christensen Company Executive Short-Term Incentive Plan Amended and Restated by the Board of Directors as of February 1, 2017 Compensation Philosophy Layne Christensen Company’s (“Layne”) compensation philosophy is to structure compensation to drive financial and strategic growth and build long-term stockholder value while attracting and retaining valued talent in the markets an

April 10, 2018 EX-4.11

Second Amendment to Amended and Restated Credit Agreement dated March 30, 2018, among Layne Christensen Company, as Borrower, certain subsidiaries of Layne Christensen Company, as Co-Borrowers, the guarantors party thereto, the lenders party thereto, and PNC Bank, National Association, as Administrative Agent.

Exhibit 4.11 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Second Amendment to Amended and Restated Credit Agreement, dated March 30, 2018, by and among Layne Christensen Company, a Delaware corporation (the “Administrative Borrower”), each Co-Borrower (as defined in the Credit Agreement (as defined below)), the Guarantors (as defined in the Credit Agreement), the Lenders (as defi

April 10, 2018 EX-10.19

Retention Bonus Agreement dated February 5, 2018 by and between Layne Christensen Company and Kevin Maher.

Exhibit 10.19 RETENTION BONUS AGREEMENT THIS AGREEMENT ("Agreement"), dated as of this 5th day of February, 2018, is by and between Layne Christensen Company, a Delaware corporation ("Layne") and Kevin Maher ("Employee"). RECITALS Layne anticipates entering into a merger agreement (the "Merger Agreement") with a purchaser that has been separately identified to you (the "Purchaser") relating the ac

April 10, 2018 EX-4.13

Notice of Substitution dated March 28, 2018 with respect to the purchasers of Layne's 11.0% Senior Unsecured Notes due October 16, 2019.

Exhibit 4.13 March 28, 2018 Layne Christensen Company 1800 Hughes Landing Boulevard Suite 800 The Woodlands, TX 77380 Re: Note Purchase Agreement dated as of March 19, 2018, by and between Layne Christensen Company and each of the Purchasers listed in Schedule B thereto (the “Agreement”) – Notice of Substitution Reference is made to the above-captioned Agreement. Capitalized terms not otherwise de

April 10, 2018 EX-10.20

Retention Bonus Agreement dated January 31, 2018 by and between Layne Christensen Company and Larry Purlee.

Exhibit 10.20 RETENTION BONUS AGREEMENT THIS AGREEMENT ("Agreement"), dated as of this 31st day of January, 2018, is by and between Layne Christensen Company, a Delaware corporation ("Layne") and Larry Purlee ("Employee"). RECITALS Layne anticipates entering into a merger agreement (the "Merger Agreement") with a purchaser that has been separately identified to you (the "Purchaser") relating to th

April 10, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES 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): April 10, 2018 LAYNE CHRISTENSEN COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34195 (Commission File Numb

April 10, 2018 EX-99.1

LAYNE CHRISTENSEN REPORTS FISCAL 2018 FOURTH QUARTER AND FULL YEAR RESULTS

Exhibit 99.1 LAYNE CHRISTENSEN REPORTS FISCAL 2018 FOURTH QUARTER AND FULL YEAR RESULTS THE WOODLANDS, TEXAS, April 10, 2018 – Layne Christensen Company (NASDAQ: LAYN) (“Layne” or the “Company”) today announced financial and operating results for the fiscal 2018 fourth quarter (Q4 FY 2018) ended January 31, 2018 and the fiscal year ended January 31, 2018 (FY 2018). Q4 FY 2018 Financial Highlights

April 10, 2018 425

LAYN / Layne Christensen Co. 8-K (Prospectus)

UNITED STATES 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): April 10, 2018 LAYNE CHRISTENSEN COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34195 (Commission File Numb

April 10, 2018 EX-99.1

LAYNE CHRISTENSEN REPORTS FISCAL 2018 FOURTH QUARTER AND FULL YEAR RESULTS

Exhibit 99.1 LAYNE CHRISTENSEN REPORTS FISCAL 2018 FOURTH QUARTER AND FULL YEAR RESULTS THE WOODLANDS, TEXAS, April 10, 2018 – Layne Christensen Company (NASDAQ: LAYN) (“Layne” or the “Company”) today announced financial and operating results for the fiscal 2018 fourth quarter (Q4 FY 2018) ended January 31, 2018 and the fiscal year ended January 31, 2018 (FY 2018). Q4 FY 2018 Financial Highlights

April 9, 2018 425

GVA / Granite Construction, Inc. FORM 8-K (Prospectus)

Form 8-K UNITED STATES 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): April 9, 2018 GRANITE CONSTRUCTION INCORPORATED (Exact Name Of Registrant As Specified In Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-12911 (Commission

April 5, 2018 425

LAYN / Layne Christensen Co. 425 (Prospectus)

425 Filed by Layne Christensen Company pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Layne Christensen Company Commission File No.

March 26, 2018 425

LAYN / Layne Christensen Co. 425 (Prospectus)

425 Filed by Layne Christensen Company pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Layne Christensen Company Commission File No.

March 23, 2018 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES 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 19, 2018 LAYNE CHRISTENSEN COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34195 (Commission File Numb

March 20, 2018 SC 13D/A

LAYN / Layne Christensen Co. / Cetus Capital II, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Layne Christensen Company (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 521050104 (CUSIP Number) Cetus Capital II, LLC Cetus Capital III, L.P. Littlejohn Opportunities Master Fund LP VSS Fund, L.P. OFM II, LP 8 Sound Shore

March 7, 2018 425

LAYN / Layne Christensen Co. 425 (Prospectus)

425 Filed by Layne Christensen Company pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Layne Christensen Company Commission File No.

February 27, 2018 EX-99.2

1

layn-ex992371.htm Exhibit 99.2 Item 1A. Risk Factors Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below with all of the other information contained or incorporated by reference in our Current Report on Form 8-K filed on February 26, 2018 (the ?Recast Form 8-K?) before deciding to invest in our common stock. Many of these risks are

February 27, 2018 EX-99.4

Fiscal Years Ended January 31,

EX-99.4 6 layn-ex994369.htm EX-99.4 Exhibit 99.4 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of financial condition and results of operations should be read in conjunction with our audited consolidated financial statements (the "Consolidated Financial Statements") and notes thereto filed as Exhibit 99.5, Item 8

February 27, 2018 8-K

Financial Statements and Exhibits, Other Events

layn-ex9910373.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2017 LAYNE CHRISTENSEN COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34195

February 27, 2018 EX-99.1

Backlog at

EX-99.1 3 layn-ex991372.htm EX-99.1 Exhibit 99.1 Item 1. Business General Layne Christensen Company (“Layne”, “our”, “we” or “us”) is a leading global water management and services company, with more than 130 years of industry experience, providing responsible, sustainable, integrated solutions to address the world’s water, minerals and infrastructure challenges. Protecting our essential resources

February 27, 2018 EX-99.5

January 31,

layn-ex995597.htm Exhibit 99.5 Item 8. Financial Statements and Supplementary Data Index to Consolidated Financial Statements and Financial Statement Schedule Layne Christensen Company and Subsidiaries Page Report of Independent Registered Public Accounting Firm 2 Financial Statements: Consolidated Balance Sheets as of January 31, 2017 and 2016 3 Consolidated Statements of Operations for the Years

February 27, 2018 EX-99.3

2017(1)

EX-99.3 5 layn-ex993370.htm EX-99.3 Exhibit 99.3 Item 6. Selected Financial Data The following selected historical financial information as of and for each of the five fiscal years ended January 31, 2017, has been derived from our audited consolidated financial statements (the "Consolidated Financial Statements") filed as Exhibit 99.5 to our Current Report on Form 8-K filed on February 26, 2018 (t

February 23, 2018 SC 13D

LAYN / Layne Christensen Co. / Granite Construction Inc - SC 13D Activist Investment

SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) LAYNE CHRISTENSEN COMPANY (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 521050104 (CUSIP Number) Richard A. Watts Senior Vice President, General

February 22, 2018 SC 13D

LAYN / Layne Christensen Co. / Cetus Capital II, LLC - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Layne Christensen Company (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 521050104 (CUSIP Number) Cetus Capital II, LLC Cetus Capital III, L.P. Littlejohn Opportunities Master Fund LP VSS Fund, L.P. OFM II, LP 8 Sound Shore

February 20, 2018 425

GVA / Granite Construction, Inc. 425 (Prospectus)

425 Filed by Granite Construction Incorporated pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Layne Christensen Company Commission File No.

February 15, 2018 425

GVA / Granite Construction, Inc. 425 (Prospectus)

425 Filed by Granite Construction Incorporated pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Layne Christensen Company Commission File No.

February 15, 2018 SC 13G

LAYN / Layne Christensen Co. / STEELHEAD PARTNERS LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2. (Amendment No. )* Layne Christensen Company (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 521050104 (CUSIP Number) January 17, 2018

February 14, 2018 EX-2.1

Agreement and Plan of Merger by and among the Company, Granite and Merger Sub, dated as of February 13, 2018

EX-2.1 2 d492445dex21.htm EX-2.1 Exhibit 2.1 Execution Copy AGREEMENT AND PLAN OF MERGER by and among LAYNE CHRISTENSEN COMPANY, GRANITE CONSTRUCTION INCORPORATED and LOWERCASE MERGER SUB INCORPORATED Dated as of February 13, 2018 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND GENERAL INTERPRETATION 2 Section 1.01. Definitions 2 Section 1.02. Cross Reference Table 10 Section 1.03. General Inter

February 14, 2018 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2018 LAYNE CHRISTENSEN COMPANY (Exact name of registrant as specified in its charter) Delaware 001-34195 48-0920712 (State or other jurisdiction of incorporation) (Commis

February 14, 2018 EX-99.2

February 14, 2018

EX-99.2 Exhibit 99.2 February 14, 2018 Dear , This morning an announcement was made detailing an agreement for Layne to merge with Granite Construction in an all-stock transaction valued at $564 million, including net debt, based on yesterday’s closing price. This deal will position the combined company as a national leader across both the transportation and water infrastructure markets with great

February 14, 2018 EX-99.4

To view a video version of this Message from Mike, click [hyperlink].

EX-99.4 Exhibit 99.4 To view a video version of this Message from Mike, click [hyperlink]. Layne Team, Today I share with you what I believe to be the most important and transformative announcement in our company’s 135-year history: Layne has entered into an agreement to join our company with Granite Construction, a leading infrastructure contractor based in Watsonville, California. This combinati

February 14, 2018 EX-99.3

Granite and Layne

EX-99.3 Exhibit 99.3 Granite and Layne Frequently Asked Questions Who is Granite Construction and what do they do? Through its offices and subsidiaries, Granite Construction Incorporated (NYSE: GVA) is one of the nation?s largest infrastructure contractors and construction materials producers. Granite specializes in complex infrastructure projects, including transportation, industrial and federal

February 14, 2018 EX-99.2

February 14, 2018

EX-99.2 Exhibit 99.2 February 14, 2018 Dear , This morning an announcement was made detailing an agreement for Layne to merge with Granite Construction in an all-stock transaction valued at $564 million, including net debt, based on yesterday?s closing price. This deal will position the combined company as a national leader across both the transportation and water infrastructure markets with great

February 14, 2018 EX-99.1

GRANITE CONSTRUCTION TO ACQUIRE LAYNE CHRISTENSEN IN $565 MILLION STOCK MERGER TRANSACTION Positions Granite as a National Leader Across Both Transportation and Water Infrastructure Markets Transaction Equity Value of $376 Million Expected to Generat

EX-99.1 Exhibit 99.1 GRANITE CONSTRUCTION TO ACQUIRE LAYNE CHRISTENSEN IN $565 MILLION STOCK MERGER TRANSACTION Positions Granite as a National Leader Across Both Transportation and Water Infrastructure Markets Transaction Equity Value of $376 Million Expected to Generate Annual Cost Synergies of Approximately $20 Million Enterprise Value Multiple of 8.2x 2018 Expected EBITDA1, Including Full Run-

February 14, 2018 425

LAYN / Layne Christensen Co. 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2018 LAYNE CHRISTENSEN COMPANY (Exact name of registrant as specified in its charter) Delaware 001-34195 48-0920712 (State or other jurisdiction of incorporation) (Co

February 14, 2018 EX-2.1

Agreement and Plan of Merger by and among the Company, Granite and Merger Sub, dated as of February 13, 2018

EX-2.1 Exhibit 2.1 Execution Copy AGREEMENT AND PLAN OF MERGER by and among LAYNE CHRISTENSEN COMPANY, GRANITE CONSTRUCTION INCORPORATED and LOWERCASE MERGER SUB INCORPORATED Dated as of February 13, 2018 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND GENERAL INTERPRETATION 2 Section 1.01. Definitions 2 Section 1.02. Cross Reference Table 10 Section 1.03. General Interpretation 11 Section 1.04.

February 14, 2018 EX-99.1

GRANITE CONSTRUCTION TO ACQUIRE LAYNE CHRISTENSEN IN $565 MILLION STOCK MERGER TRANSACTION Positions Granite as a National Leader Across Both Transportation and Water Infrastructure Markets Transaction Equity Value of $376 Million Expected to Generat

EX-99.1 Exhibit 99.1 GRANITE CONSTRUCTION TO ACQUIRE LAYNE CHRISTENSEN IN $565 MILLION STOCK MERGER TRANSACTION Positions Granite as a National Leader Across Both Transportation and Water Infrastructure Markets Transaction Equity Value of $376 Million Expected to Generate Annual Cost Synergies of Approximately $20 Million Enterprise Value Multiple of 8.2x 2018 Expected EBITDA1, Including Full Run-

February 14, 2018 EX-99.3

Granite and Layne

EX-99.3 Exhibit 99.3 Granite and Layne Frequently Asked Questions Who is Granite Construction and what do they do? Through its offices and subsidiaries, Granite Construction Incorporated (NYSE: GVA) is one of the nation?s largest infrastructure contractors and construction materials producers. Granite specializes in complex infrastructure projects, including transportation, industrial and federal

February 14, 2018 EX-99.5

Forward Looking Statements All statements included or incorporated by reference in this communication, other than statements or characterizations of historical fact, are forward-looking statements within the meaning of the federal securities laws, in

EX-99.5 GRANITE CONSTRUCTION TO ACQUIRE LAYNE CHRISTENSEN A PLATFORM FOR GROWTH FEBRUARY 2018 Exhibit 99.5 Forward Looking Statements All statements included or incorporated by reference in this communication, other than statements or characterizations of historical fact, are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act o

February 14, 2018 EX-99.4

To view a video version of this Message from Mike, click [hyperlink].

EX-99.4 Exhibit 99.4 To view a video version of this Message from Mike, click [hyperlink]. Layne Team, Today I share with you what I believe to be the most important and transformative announcement in our company?s 135-year history: Layne has entered into an agreement to join our company with Granite Construction, a leading infrastructure contractor based in Watsonville, California. This combinati

February 14, 2018 EX-99.5

Forward Looking Statements All statements included or incorporated by reference in this communication, other than statements or characterizations of historical fact, are forward-looking statements within the meaning of the federal securities laws, in

EX-99.5 GRANITE CONSTRUCTION TO ACQUIRE LAYNE CHRISTENSEN A PLATFORM FOR GROWTH FEBRUARY 2018 Exhibit 99.5 Forward Looking Statements All statements included or incorporated by reference in this communication, other than statements or characterizations of historical fact, are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act o

February 14, 2018 SC 13G/A

LAYN / Layne Christensen Co. / VAN DEN BERG MANAGEMENT I, INC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 3)* Layne Christensen Company (Name of Issuer) Common Stock, Par Value $0.01 per share (Title of Class of Securities) 521050104 (CUSIP Number) December 31, 2

February 14, 2018 SC 13G/A

LAYN / Layne Christensen Co. / HIGHBRIDGE CAPITAL MANAGEMENT LLC - LAYNE CHRISTENSEN COMPANY Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Layne Christensen Company (Name of Issuer) Common Stock, par value $0.01 par value (Title of Class of Securities) 521050104 (CUSIP Number) December 31, 2017 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursu

February 12, 2018 SC 13G/A

LAYN / Layne Christensen Co. / Cetus Capital II, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Layne Christensen Company (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 521050104 (CUSIP Number) Cetus Capital II, LLC Cetus Capital III, L.P. Littlejohn Opportunities Master Fund LP VSS Fund, L.P. OFM II, LP 8 Sound Shore

February 9, 2018 SC 13G/A

LAYN / Layne Christensen Co. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* LAYNE CHRISTENSEN COMPANY (Name of Issuer) Common Stock (Title of Class of Securities) 521050104 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

February 8, 2018 SC 13G/A

LAYN / Layne Christensen Co. / Corre Partners Management, LLC - CORRE PARTNERS MANAGEMENT, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Layne Christensen Company (Name of Issuer) Common stock, $.01 par value (Title of Class of Securities) 521050104 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

February 1, 2018 15-15D

LAYN / Layne Christensen Co. FORM 15

layn-8k20180201.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 333-205194 Layne Christensen Company Capital Accumulatio

January 12, 2018 SC 13G/A

LAYN / Layne Christensen Co. / Linden Capital L.P. - SC 13G/A Passive Investment

SC 13G/A 1 d465290dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 1)* Layne Christensen Company (Name of Issuer) Common Shares (Title of Class of Securities) 521050104 (CUSIP Number) December 3

December 5, 2017 EX-99.1

LAYNE CHRISTENSEN REPORTS FISCAL 2018 THIRD QUARTER RESULTS

layn-ex99135.htm Exhibit 99.1 LAYNE CHRISTENSEN REPORTS FISCAL 2018 THIRD QUARTER RESULTS THE WOODLANDS, TEXAS, December 5, 2017 ? Layne Christensen Company (NASDAQ: LAYN) (?Layne? or the ?Company?) today announced financial and operating results for the fiscal 2018 third quarter (Q3 FY 2018) ended October 31, 2017. Q3 FY 2018 Financial Highlights ? Financial performance in Q3 FY 2018 improved sig

December 5, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 layn-8k20171205.htm 8-K UNITED STATES 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): December 5, 2017 LAYNE CHRISTENSEN COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation)

December 5, 2017 EX-95

Mine Safety Disclosures

EX-95 6 layn-ex9551.htm EX-95 Exhibit 95 Mine Safety Disclosures Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) requires companies to disclose in their periodic reports information about the coal and other mines at which they are an operator. The operations of the Company at coal and other mines in the U.S. are inspected by the Mine Safety and Health Admi

December 5, 2017 10-Q

LAYN / Layne Christensen Co. 10-Q (Quarterly Report)

06 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34195 Layne Christensen C

December 1, 2017 S-8 POS

LAYN / Layne Christensen Co. S-8 POS

S-8 POS 1 layn-s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on December 1, 2017 Registration No. 333-205194 UNITED STATES 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 (Stat

November 16, 2017 EX-99.1

Safe harbor This presentation may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act of 1934. Such statements may include, but are not limited to, statements of plans

layn-ex9916.pptx.htm Southwest IDEAS Investor Conference November 2017 Exhibit 99.1 Safe harbor This presentation may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act of 1934. Such statements may include, but are not limited to, statements of plans and objectives, statements of future economic performance and sta

November 16, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

layn-8k20171031.htm UNITED STATES 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): November 16, 2017 LAYNE CHRISTENSEN COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-34195 48-0920712 (State or other jurisdiction of incorp

September 28, 2017 SC 13D/A

LAYN / Layne Christensen Co. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 16) Layne Christensen Company (Name of Issuer) Common Stock (Title of Class of Securities) 521050104 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to

September 20, 2017 EX-99.1

Safe harbor This presentation may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act of 1934. Such statements may include, but are not limited to, statements of plans

layn-ex9916.pptx.htm D.A. Davidson 16th Annual Engineering & Construction Conference September 2017 Exhibit 99.1 Safe harbor This presentation may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act of 1934. Such statements may include, but are not limited to, statements of plans and objectives, statements of future

September 20, 2017 8-K

Layne Christensen 8-K (Current Report/Significant Event)

layn-8k20170731.htm UNITED STATES 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): September 20, 2017 LAYNE CHRISTENSEN COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-34195 48-0920712 (State or other jurisdiction of incor

September 19, 2017 SC 13G

LAYN / Layne Christensen Co. / Linden Capital L.P. - SC 13G Passive Investment

SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. )* Layne Christensen Company (Name of Issuer) Common Shares (Title of Class of Securities) 521050104 (CUSIP Number) September 12, 2017 (Date of Event which Req

September 19, 2017 EX-99.B

IDENTIFICATION OF MEMBERS OF THE GROUP

EX-99.B EXHIBIT B IDENTIFICATION OF MEMBERS OF THE GROUP Linden Capital L.P. Linden Advisors LP Linden GP LLC Siu Min Wong

September 19, 2017 EX-99.A

JOINT FILING AGREEMENT

EX-99.A EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Shares of Layne Christensen Company dated September 19, 2107 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Secu

September 12, 2017 CORRESP

LAYN / Layne Christensen Co. ESP

layn-corresp.htm September 6, 2017 Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Mr. John Cash Re: Layne Christensen Company Form 10-K for the Fiscal Year Ended January 31, 2017 Filed April 10, 2017 File No. 1-34195 Ladies and Gentlemen: The following are the responses to the comments received from the staff of the United States Securities and Exchange Commi

September 11, 2017 EX-99.1

LAYNE CHRISTENSEN REPORTS FISCAL 2018 SECOND QUARTER RESULTS

layn-ex9916.htm Exhibit 99.1 LAYNE CHRISTENSEN REPORTS FISCAL 2018 SECOND QUARTER RESULTS THE WOODLANDS, TEXAS, September 11, 2017 ? Layne Christensen Company (NASDAQ: LAYN) (?Layne? or the ?Company?) today announced financial and operating results for the fiscal 2018 second quarter (Q2 FY 2018) ended July 31, 2017. Q2 FY 2018 Financial Highlights ? Financial performance in Q2 FY 2018 improved sig

September 11, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 layn-8k20170731.htm 8-K UNITED STATES 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): September 11, 2017 LAYNE CHRISTENSEN COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporatio

September 11, 2017 EX-95

Mine Safety Disclosures

Exhibit 95 Mine Safety Disclosures Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) requires companies to disclose in their periodic reports information about the coal and other mines at which they are an operator.

September 11, 2017 EX-10.1

2017 Form of Restricted Stock Unit Agreement for Employees for use with the 2006 Equity Incentive Plan (filed as Exhibit 10.1 to Layne’s Quarterly Report on Form 10-Q filed September 11, 2107, and incorporated herein by reference).

EXHIBIT 10.1 2017 Form of RSU Agreement for Employees Exhibit A LAYNE CHRISTENSEN COMPANY 2006 EQUITY INCENTIVE PLAN Restricted Stock Unit Agreement Date of Grant: Number of Restricted Stock Units Granted: This Award Agreement dated , is made by and between Layne Christensen Company, a Delaware corporation (the “Company”), and ("Participant"). RECITALS: A.Effective June 8, 2006, the Company's stoc

September 11, 2017 10-Q

LAYN / Layne Christensen Co. 10-Q (Quarterly Report)

06 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34195 Layne Christensen Comp

August 7, 2017 EX-99.1

Safe harbor This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such statements may include, but are not limited to, statements of plans and objectives, stateme

layn-ex99110.pptx.htm Jefferies 2017 Industrials Conference August 2017 Exhibit 99.1 Safe harbor This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such statements may include, but are not limited to, statements of plans and objectives, statements of future economic performance and statements of assumptions

August 7, 2017 8-K

Layne Christensen 8-K (Current Report/Significant Event)

layn-8k20170430.htm UNITED STATES 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): August 7, 2017 LAYNE CHRISTENSEN COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-34195 48-0920712 (State or other jurisdiction of incorpora

June 23, 2017 11-K

Layne Christensen 11-K

layn-8k20161231.htm United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the year ended December 31, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to Commission fil

June 22, 2017 S-8

Layne Christensen LAYN-20170622-S8

S-8 1 layn-s8.htm LAYN-20170622-S8 As filed with the Securities and Exchange Commission on June 22, 2017 Registration No. 333- UNITED STATES 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 (State or other jurisdiction of incorporation

June 8, 2017 8-K

Financial Statements and Exhibits, Other Events

layn-8k20170608.htm UNITED STATES 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): June 7, 2017 LAYNE CHRISTENSEN COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34195 (Co

June 8, 2017 EX-99.1

LAYNE CHRISTENSEN ANNOUNCES NEW ENERGY INFRASTRUCTURE BUSINESS AND HIGH-CAPACITY WATER PIPELINE IN THE DELAWARE BASIN

layn-ex9916.htm Exhibit 99.1 LAYNE CHRISTENSEN ANNOUNCES NEW ENERGY INFRASTRUCTURE BUSINESS AND HIGH-CAPACITY WATER PIPELINE IN THE DELAWARE BASIN THE WOODLANDS, TEXAS ?June 7, 2017 ? Layne Christensen Company, (NASDAQ: LAYN) (?Layne? or the ?Company?), the largest water well drilling company in the United States and a leading provider of water infrastructure solutions, today announced its new ene

June 8, 2017 EX-99.1

LAYNE CHRISTENSEN REPORTS FISCAL 2018 FIRST QUARTER RESULTS

EX-99.1 2 layn-ex99156.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE LAYNE CHRISTENSEN REPORTS FISCAL 2018 FIRST QUARTER RESULTS THE WOODLANDS, TEXAS, June 8, 2017 – Layne Christensen Company (NASDAQ: LAYN) (“Layne” or the “Company”) today announced financial and operating results for the fiscal 2018 first quarter (Q1 FY 2018) ended April 30, 2017. Q1 FY 2018 Financial Highlights • Financial perf

June 8, 2017 8-K

Layne Christensen 8-K (Current Report/Significant Event)

layn-8k20170430.htm UNITED STATES 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): June 8, 2017 LAYNE CHRISTENSEN COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34195 (Co

June 8, 2017 10-Q

LAYN / Layne Christensen Co. 10-Q (Quarterly Report)

6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34195 Layne Christensen Comp

June 8, 2017 EX-95

Mine Safety Disclosures

Exhibit 95 Mine Safety Disclosures Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) requires companies to disclose in their periodic reports information about the coal and other mines at which they are an operator.

June 2, 2017 EX-10.1

Layne Christensen Company 2006 Equity Incentive Plan, as amended and restated (filed as Exhibit 10.1 to Layne's Form 8-K filed June 2, 2017, and incorporated herein by this reference).

EX-10.1 2 layn-ex10115.htm EX-10.1 Exhibit 10.1 LAYNE CHRISTENSEN COMPANY 2006 EQUITY INCENTIVE PLAN (As Amended and Restated) i LAYNE CHRISTENSEN COMPANY 2006 EQUITY INCENTIVE PLAN TABLE OF CONTENTS SECTION 1 INTRODUCTION1 1.1Establishment and Amendment History1 1.2Purpose1 1.3Duration1 SECTION 2 DEFINITIONS1 2.1Definitions1 2.2General Interpretive Principles8 SECTION 3 PLAN ADMINISTRATION8 3.1Co

June 2, 2017 8-K

Layne Christensen 8-K ANNUAL MEETING VOTE (Current Report/Significant Event)

layn-8k20170531.htm UNITED STATES 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): May 31, 2017 LAYNE CHRISTENSEN COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-34195 48-0920712 (State or other jurisdiction of incorporati

May 30, 2017 SD

Layne Christensen LAYN_FORMSD_20161231

layn-sd.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Layne Christensen Company (Exact name of registrant as specified in its charter) Delaware 001-34195 48-0920712 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation or organization) Identification No.) 1800 Hughes Landing Blvd, Suite 800, The W

May 12, 2017 DEFA14A

Layne Christensen DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

May 4, 2017 EX-2.3

Amendment No. 2 to Asset Purchase Agreement, dated April 28, 2017, by and among Layne Christensen Company and certain subsidiaries, as Sellers, Reycon Partners, LLC, as Buyer, and the guarantors of Buyer named therein (filed as Exhibit 2.3 to Layne's Form 8-K, filed on May 4, 2017, and incorporated herein by this reference).

layn-ex23232.htm Exhibit 2.3 AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT THIS AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (this "Amendment"), is made and entered into this 28th day of April, 2017, by and among Layne Christensen Company, a Delaware corporation ("Parent"), Layne Heavy Civil, Inc., an Indiana corporation ("LHC"), W.L. Hailey & Company, Inc., a Tennessee corporation ("WLH"), Meadors C

May 4, 2017 EX-99.1

Year Ended January 31, 2017

EX-99.1 4 layn-ex9916.htm EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS Effective April 30, 2017, Layne Christensen Company ("Layne") and certain of its subsidiaries (collectively, the "Company"), completed its previously announced sale of substantially all of the assets of Layne's Heavy Civil business for $10.1 million, less an estimate of the business segment’s estim

May 4, 2017 8-K

Layne Christensen 8-K (Current Report/Significant Event)

layn-8k20170430.htm UNITED STATES 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): April 30, 2017 LAYNE CHRISTENSEN COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34195 (

May 4, 2017 EX-99.2

LAYNE CHRISTENSEN ANNOUNCES CLOSING OF SALE OF HEAVY CIVIL BUSINESS

EX-99.2 5 layn-ex99292.htm EX-99.2 Exhibit 99.2 LAYNE CHRISTENSEN ANNOUNCES CLOSING OF SALE OF HEAVY CIVIL BUSINESS THE WOODLANDS, TEXAS, Monday, May 1, 2017 – Layne Christensen Company (NASDAQ: LAYN) (“Layne” or the “Company”) today announced the closing of the previously disclosed sale of its Heavy Civil business to a newly-formed entity owned by private investors, including members of the curre

May 4, 2017 EX-2.2

Amendment No. 1 to Asset Purchase Agreement, dated March 20, , 2017, by and among Layne Christensen Company and certain subsidiaries, as Sellers, Reycon Partners, LLC, as Buyer, and the guarantors of Buyer named therein ((filed as Exhibit 2.2 to Layne's Form 8-K, filed on May 4, 2017, and incorporated herein by this reference).

layn-ex22231.htm Exhibit 2.2 AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this "Amendment"), is made and entered into this 20th day of March, 2017, by and among Layne Christensen Company, a Delaware corporation ("Parent"), Layne Heavy Civil, Inc., an Indiana corporation ("LHC"), W.L. Hailey & Company, Inc., a Tennessee corporation ("WLH"), Meadors C

April 28, 2017 DEF 14A

Layne Christensen DEFINITIVE PROXY STATEMENT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14

April 10, 2017 10-K

Layne Christensen LAYN-10K-20170131-FY (Annual Report)

10-K 1 layn-10k20170131.htm LAYN-10K-20170131-FY 333+ United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended January 31, 2017 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period fro

April 10, 2017 8-K

Layne Christensen 8-K (Current Report/Significant Event)

layn-8k20170410.htm United States 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): April 10, 2017 LAYNE CHRISTENSEN cOMPANY (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 001-34195 (Comm

April 10, 2017 EX-99.1

LAYNE CHRISTENSEN REPORTS FISCAL 2017 FOURTH QUARTER AND FULL YEAR RESULTS

layn-ex9916.htm Exhibit 99.1 FOR IMMEDIATE RELEASE LAYNE CHRISTENSEN REPORTS FISCAL 2017 FOURTH QUARTER AND FULL YEAR RESULTS THE WOODLANDS, TEXAS, Monday, April 10, 2017 – Layne Christensen Company (NASDAQ: LAYN) (“Layne” or the “Company”) today announced financial and operating results for the fiscal 2017 fourth quarter (Q4 FY 2017) and the fiscal year ended January 31, 2017 (FY 2017). On March

April 10, 2017 EX-10.15

Layne Christensen Company Non-Executive Corporate Short-Term Incentive Plan Amended and Restated by the Board of Directors as of February 1, 2016

EX-10.15 3 layn-ex10151128.htm EX-10.15 Exhibit 10.15 Layne Christensen Company Non-Executive Corporate Short-Term Incentive Plan Amended and Restated by the Board of Directors as of February 1, 2016 Compensation Philosophy Layne Christensen Company’s (“Layne”) compensation philosophy is to structure compensation to drive financial and strategic growth and build long-term stockholder value while a

April 10, 2017 EX-95

Mine Safety Disclosures

Exhibit 95 Mine Safety Disclosures Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) requires companies to disclose in their periodic reports information about the coal and other mines at which they are an operator.

April 10, 2017 EX-21.1

SUBSIDIARIES LAYNE CHRISTENSEN COMPANY

Exhibit 21.1 SUBSIDIARIES OF LAYNE CHRISTENSEN COMPANY NAME OF SUBSIDIARY JURISDICTION OF INCORPORATION PERCENTAGE OF VOTING STOCK OWNED BY COMPANY ¿ Boyles Bros. Drilling Company Utah 100% Cherry Canyon Midstream, LLC Delaware 100% Cherryvale Pipeline, LLC Kansas 100% Christensen Boyles Corporation Delaware 100% Collector Wells International, Inc. Ohio 100% Discretionary Trust Zimbabwe 100% ESEME

April 10, 2017 EX-2.1

Asset Purchase Agreement, dated February 8, 2017, by and among Layne Christensen Company and certain subsidiaries, as Sellers, Reycon Partners, LLC, as Buyer, and the guarantors of Buyer named therein (filed as Exhibit 2.1 to Layne's Form 10-K for the fiscal year ended January 31, 2017, filed on April 10, 2017, and incorporated herein by this reference).

Exhibit 2.1 EXECUTION COPY ASSET PURCHASE AGREEMENT BY AND AMONG LAYNE CHRISTENSEN COMPANY LAYNE HEAVY CIVIL, INC. W.L. HAILEY & COMPANY, INC. MEADORS CONSTRUCTION CO., INC. REYNOLDS WATER ISLAMORADA, LLC LAYNE SOUTHWEST, INC. LAYNE TRANSPORT CO. REYCON PARTNERS LLC and The guarantors named herein FEBRUARY 8, 2017 CORE/0044919.0114/129046169.20 TABLE OF CONTENTS Page ARTICLE I Definitions1 1.01 Ce

March 20, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

United States 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 20, 2017 LAYNE CHRISTENSEN cOMPANY (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 001-34195 (Commission File Number)

March 20, 2017 EX-99.1

LAYNE CHRISTENSEN PROVIDES PRELIMINARY FISCAL 2017 FOURTH QUARTER RESULTS Company to host a conference call on Tuesday, March 21, 2017 at 9:00 am eastern time

EX-99.1 2 layn-ex9916.htm EX-99.1 Exhibit 99.1 LAYNE CHRISTENSEN PROVIDES PRELIMINARY FISCAL 2017 FOURTH QUARTER RESULTS Company to host a conference call on Tuesday, March 21, 2017 at 9:00 am eastern time THE WOODLANDS, TX – March 20, 2017 – Layne Christensen Company (NASDAQ: LAYN) (“Layne” or the “Company”) today announced selected and preliminary financial information for its fiscal 2017 fourth

March 1, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES 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 1, 2017 LAYNE CHRISTENSEN COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34195 (Commission File Numbe

March 1, 2017 EX-99.1

Safe harbor This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, statements of plans and objectives, statements of futur

layn-ex99144.pptx.htm Gabelli & Company?s 27th Annual Pump, Valve, & Water Systems Symposium March 1, 2017 Exhibit 99.1 Safe harbor This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, statements of plans and objectives, statements of future economic performance and sta

February 14, 2017 SC 13G/A

Layne Christensen LAYNE CHRISTENSEN COMPANY (Passive Acquisition of More Than 5% of Shares)

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Layne Christensen Company (Name of Issuer) Common Stock, par value $0.01 par value (Title of Class of Securities) 521050104 (CUSIP Number) December 31, 2016 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursu

February 13, 2017 SC 13G/A

LAYN / Layne Christensen Co. / Cetus Capital II, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Layne Christensen Company (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 521050104 (CUSIP Number) Cetus Capital II, LLC Cetus Capital III, L.P. Littlejohn Opportunities Master Fund LP VSS Fund, L.P. 8 Sound Shore Drive Suit

February 9, 2017 8-K

Regulation FD Disclosure

8-K 1 layn-8k20170208.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2017 LAYNE CHRISTENSEN COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation)

February 9, 2017 EX-99.1

LAYNE CHRISTENSEN ANNOUNCES DEFINITIVE AGREEMENT TO SELL ITS HEAVY CIVIL BUSINESS

layn-ex9916.htm Exhibit 99.1 LAYNE CHRISTENSEN ANNOUNCES DEFINITIVE AGREEMENT TO SELL ITS HEAVY CIVIL BUSINESS THE WOODLANDS, TEXAS, Thursday, February 9, 2017 ? Layne Christensen Company (NASDAQ: LAYN) (?Layne? or the ?Company?) today announced that it has signed a definitive agreement to sell substantially all of its Heavy Civil business to a newly-formed entity owned by private investors, inclu

February 9, 2017 SC 13G/A

LAYN / Layne Christensen Co. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* LAYNE CHRISTENSEN COMPANY (Name of Issuer) Common Stock (Title of Class of Securities) 521050104 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

February 9, 2017 SC 13G/A

LAYN / Layne Christensen Co. / VAN DEN BERG MANAGEMENT I, INC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 2)* Layne Christensen Company (Name of Issuer) Common Stock, Par Value $0.01 per share (Title of Class of Securities) 521050104 (CUSIP Number) December 31, 2

February 3, 2017 SC 13G/A

LAYN / Layne Christensen Co. / Kopernik Global Investors, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* LAYNE CHRISTENSEN COMPANY (Name of Issuer) COMMON STOCK (Title of Class of Securities) 521050104 (CUSIP Number) DECEMBER 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

February 1, 2017 SC 13G/A

LAYN / Layne Christensen Co. / Corre Partners Management, LLC - CORRE PARTNERS MANAGEMENT, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Layne Christensen Company (Name of Issuer) Common stock, $.01 par value (Title of Class of Securities) 521050104 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

December 8, 2016 10-Q

Layne Christensen 10-Q (Quarterly Report)

layn-10q20161031.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34195 L

December 8, 2016 EX-99.1

LAYNE CHRISTENSEN REPORTS FISCAL 2017 THIRD QUARTER RESULTS

layn-ex9916.htm Exhibit 99.1 FOR IMMEDIATE RELEASE LAYNE CHRISTENSEN REPORTS FISCAL 2017 THIRD QUARTER RESULTS THE WOODLANDS, TEXAS, Thursday, December 8, 2016 ? Layne Christensen Company (NASDAQ: LAYN) (?Layne? or the ?Company?) today announced financial and operating results for the fiscal 2017 third quarter (Q3 FY 2017) ended October 31, 2016. Q3 FY2017 Financial Highlights ? Reported net loss

December 8, 2016 8-K

Layne Christensen 8-K (Current Report/Significant Event)

layn-8k20161208.htm UNITED STATES 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): December 8, 2016 LAYNE CHRISTENSEN COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34195

December 8, 2016 EX-95

Mine Safety Disclosures

Exhibit 95 Mine Safety Disclosures Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) requires companies to disclose in their periodic reports information about the coal and other mines at which they are an operator.

September 8, 2016 EX-99.1

Safe harbor This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, statements of plans and objectives, statements of futur

layn-ex991125.pptx.htm D.A. Davidson Engineering & Construction Conference September 2016 Exhibit 99.1 Safe harbor This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, statements of plans and objectives, statements of future economic performance and statements of assump

September 8, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 layn-8k20160908.htm 8-K UNITED STATES 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): September 8, 2016 LAYNE CHRISTENSEN COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation

September 6, 2016 EX-99.1

LAYNE CHRISTENSEN REPORTS SECOND QUARTER FISCAL 2017 RESULTS

layn-ex9917.htm Exhibit 99.1 FOR IMMEDIATE RELEASE LAYNE CHRISTENSEN REPORTS SECOND QUARTER FISCAL 2017 RESULTS THE WOODLANDS, TEXAS, Tuesday, September 6, 2016 ? Layne Christensen Company (NASDAQ: LAYN) (?Layne? or the ?Company?) today announced financial and operating results for the fiscal 2017 second quarter (Q2 FY 2017) ended July 31, 2016. Q2 FY2017 Financial Highlights ? Reported net loss f

September 6, 2016 8-K

Layne Christensen 8-K (Current Report/Significant Event)

layn-8k20160906.htm UNITED STATES 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): September 6, 2016 LAYNE CHRISTENSEN COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-3419

September 6, 2016 10-Q

Layne Christensen 10-Q (Quarterly Report)

10-Q 1 layn-10q20160731.htm 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

September 6, 2016 EX-95

Mine Safety Disclosures

Exhibit 95 Mine Safety Disclosures Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) requires companies to disclose in their periodic reports information about the coal and other mines at which they are an operator.

September 6, 2016 EX-4.1

First Amendment and Consent to Amended and Restated Credit Agreement dated June 9, 2016, among Layne Christensen Company, as Borrower, certain subsidiaries of Layne Christensen Company, as Co-Borrowers, the guarantors party thereto, the lenders party thereto, and PNC Bank, National Association, as Administrative Agent (filed as Exhibit 4.1 to Layne's Form 10-Q for the fiscal quarter ended July 31, 2016 filed September 6, 2016, and incorporated herein by this reference).

Exhibit 4.1 FIRST AMENDMENT AND CONSENT TO AMENDED AND RESTATED CREDIT AGREEMENT This First Amendment and Consent to Amended and Restated Credit Agreement, dated June 9, 2016, by and among Layne Christensen Company, a Delaware corporation (the “Administrative Borrower”), each Co-Borrower (as defined in the Credit Agreement (as defined below)), the Guarantors (as defined in the Credit Agreement), t

September 6, 2016 EX-10.1

Form of Indemnification Agreement between Layne and its directors and officers (filed as Exhibit 10.1 to Layne's Form 10-Q for the quarter ended July 31, 2016, filed on September 6, 2016, and incorporated herein by reference).

Exhibit 10.1 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (the "Agreement"), dated as of , 20, is made by and between , a Delaware corporation (the "Corporation"), and (the "Indemnitee"). RECITALS A.The Corporation recognizes that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they ar

August 10, 2016 8-K

Layne Christensen 8-K (Current Report/Significant Event)

layn-8k20160810.htm UNITED STATES 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): August 10, 2016 LAYNE CHRISTENSEN COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34195

August 10, 2016 8-K

Layne Christensen 8-K (Current Report/Significant Event)

layn-8k20160810.htm UNITED STATES 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): August 10, 2016 LAYNE CHRISTENSEN COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34195

August 10, 2016 EX-99.1

Safe harbor This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, statements of plans and objectives, statements of futur

layn-ex9916.pptx.htm Jefferies Industrials Conference August 2016 Exhibit 99.1 Safe harbor This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, statements of plans and objectives, statements of future economic performance and statements of assumptions underlying such st

August 10, 2016 EX-99.1

Safe harbor This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, statements of plans and objectives, statements of futur

layn-ex9916.pptx.htm Jefferies Industrials Conference August 2016 Exhibit 99.1 Safe harbor This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, statements of plans and objectives, statements of future economic performance and statements of assumptions underlying such st

June 27, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K UNITED STATES 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): June 27, 2016 LAYNE CHRISTENSEN COMPANY (Exact name of registrant as specified in its charter) Delaware 001-34195 48-0920712 (State or other jurisdiction of incorporation) (Commis

June 27, 2016 EX-99.1

Safe harbor This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, statements of plans and objectives, statements of futur

EX-99.1 Investor Presentation June 2016 Exhibit 99.1 Safe harbor This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, statements of plans and objectives, statements of future economic performance and statements of assumptions underlying such statements, and statements o

June 27, 2016 SC 13G/A

Layne Christensen SC 13G/A (Passive Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Layne Christensen Company (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 521050104 (CUSIP Number) Cetus Capital II, LLC Cetus Capital III, L.P. Littlejohn Opportunities Master Fund LP 8 Sound Shore Drive Suite 303 Greenwich

June 23, 2016 11-K

Layne Christensen FORM 11-K

layn-8k20151231.htm United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the year ended December 31, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to Commission fil

June 23, 2016 SC 13G

Layne Christensen SC 13G (Passive Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Layne Christensen Company (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 521050104 (CUSIP Number) Cetus Capital II, LLC Cetus Capital III, L.P. Littlejohn Opportunities Master Fund LP 8 Sound Shore Drive Suite 303 Greenwich,

June 7, 2016 EX-95

Mine Safety Disclosures

Exhibit 95 Mine Safety Disclosures Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) requires companies to disclose in their periodic reports information about the coal and other mines at which they are an operator.

June 6, 2016 10-Q

Layne Christensen 10-Q (Quarterly Report)

layn-10q20160430.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34195 Lay

June 6, 2016 8-K

Current Report

8-K UNITED STATES 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): June 3, 2016 LAYNE CHRISTENSEN COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-34195 48-0920712 (State or other jurisdiction of incorporation) (Commission

June 6, 2016 EX-99.1

LAYNE CHRISTENSEN REPORTS FIRST QUARTER FISCAL 2017 RESULTS

EX-99.1 2 d177650dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE LAYNE CHRISTENSEN REPORTS FIRST QUARTER FISCAL 2017 RESULTS THE WOODLANDS, TEXAS, Monday, June 6, 2016 – Layne Christensen Company (NASDAQ: LAYN) (“Layne” or the “Company”) today announced financial and operating results for the fiscal 2017 first quarter (Q1 FY 2017) ended April 30, 2016. Highlights • Reported net loss from con

May 31, 2016 SD

Layne Christensen FORM SD

layn-8k20151231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Layne Christensen Company (Exact name of registrant as specified in its charter) Delaware 001-34195 48-0920712 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation or organization) Identification No.) 1800 Hughes Landing Blvd, Suite 80

May 4, 2016 DEF 14A

Layne Christensen DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 14, 2016 EX-99.1

Safe harbor This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, statements of plans and objectives, statements of futur

EX-99.1 Investor Day Presentation April 14, 2016 Exhibit 99.1 Safe harbor This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, statements of plans and objectives, statements of future economic performance and statements of assumptions underlying such statements, and sta

April 14, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K UNITED STATES 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): April 14, 2016 LAYNE CHRISTENSEN COMPANY (Exact name of registrant as specified in its charter) Delaware 001-34195 48-0920712 (State or other jurisdiction of incorporation) (Commi

April 13, 2016 EX-95

Mine Safety Disclosures

Exhibit 95 Mine Safety Disclosures Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) requires companies to disclose in their periodic reports information about the coal and other mines at which they are an operator.

April 13, 2016 10-K

LAYN / Layne Christensen Co. 10-K - Annual Report - 10-K

333+ United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-K (Mark One) x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended January 31, 2016 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number: 001-34195 Layne Ch

April 13, 2016 EX-21.1

SUBSIDIARIES LAYNE CHRISTENSEN COMPANY

Exhibit 21.1 SUBSIDIARIES OF LAYNE CHRISTENSEN COMPANY NAME OF SUBSIDIARY JURISDICTION OF INCORPORATION PERCENTAGE OF VOTING STOCK OWNED BY COMPANY ¿ Boyles Bros. Drilling Company Utah 100% Camken-Reynolds, LLC Delaware 51% Cherryvale Pipeline, LLC Kansas 100% Christensen Boyles Corporation Delaware 100% Collector Wells International, Inc. Ohio 100% Discretionary Trust Zimbabwe 100% ESEMES (Maurit

April 13, 2016 EX-10.18

Layne Christensen Company Long-Term Incentive Plan

Exhibit 10.18 Layne Christensen Company Long-Term Incentive Plan Section I.Effective Date. This Layne Christensen Company Long-Term Incentive Plan (the "LTI Plan" or "Plan") is effective as of February 1, 2015. This Plan supersedes and replaces the Layne Christensen Company Long-Term Incentive Compensation Plan in effect on February 1, 2014. Section II.Purpose of Plan and plan overview. Layne Chri

April 13, 2016 EX-10.17

Layne Christensen Company Executive Short-Term Incentive Plan Amended and Restated by the Board of Directors as of July 6, 2015

Exhibit 10.17 Layne Christensen Company Executive Short-Term Incentive Plan Amended and Restated by the Board of Directors as of July 6, 2015 Compensation Philosophy Layne Christensen Company’s (“Layne”) compensation philosophy is to structure compensation to drive financial and strategic growth and build long-term stockholder value while attracting and retaining valued talent in the markets and i

April 12, 2016 EX-99.1

LAYNE CHRISTENSEN REPORTS FISCAL 2016 FOURTH QUARTER AND FULL YEAR RESULTS

EX-99.1 2 d147647dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE LAYNE CHRISTENSEN REPORTS FISCAL 2016 FOURTH QUARTER AND FULL YEAR RESULTS THE WOODLANDS, TEXAS, Tuesday, April 12, 2016 – Layne Christensen Company (NASDAQ: LAYN) (“Layne” or the “Company”) today announced financial and operating results for the fiscal 2016 fourth quarter (Q4 FY 2016) and fiscal year ended January 31, 2016 (FY

April 12, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES 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): April 12, 2016 LAYNE CHRISTENSEN COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-34195 48-0920712 (State or other jurisdiction of incorporation) (Commissio

March 14, 2016 EX-99.1

Safe Harbor This presentation may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, statements of plans and objectives, statements of fu

EX-99.1 March 2016 LAYNE CHRISTENSEN 28th Annual ROTH Conference Exhibit 99.1 Safe Harbor This presentation may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, statements of plans and objectives, statements of future economic performance and statements of assumptions underlying such

March 14, 2016 8-K

Layne Christensen 8-K (Current Report/Significant Event)

8-K UNITED STATES 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 14, 2016 LAYNE CHRISTENSEN COMPANY (Exact name of registrant as specified in its charter) Delaware 001-34195 48-0920712 (State or other jurisdiction of incorporation) (Commi

March 2, 2016 8-K

Layne Christensen FORM 8-K (Current Report/Significant Event)

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 29, 2016 Layne Christensen Company (Exact Name of Registrant as Specified in Charter) Delaware 001-34195 48-0920712 (State or Other Jurisdiction of Incorporation) (C

February 16, 2016 SC 13G/A

Layne Christensen LAYNE CHRISTENSEN COMPANY (Passive Acquisition of More Than 5% of Shares)

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Layne Christensen Company (Name of Issuer) Common Stock, par value $0.01 par value (Title of Class of Securities) 521050104 (CUSIP Number) December 31, 2015 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursu

February 16, 2016 SC 13G/A

Layne Christensen SC 13G/A (Passive Acquisition of More Than 5% of Shares)

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13G (Amendment No. 1) LAYNE CHRISTENSEN COMPANY (Name of Issuer) Common Stock (Title of Class of Securities) 521050104 (CUSIP Number of Class of Securities) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ? RULE 13d-

February 16, 2016 SC 13G/A

LAYN / Layne Christensen Co. / VAN DEN BERG MANAGEMENT I, INC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 1)* Layne Christensen Company (Name of Issuer) Common Stock, Par Value $0.01 per share (Title of Class of Securities) 521050104 (CUSIP Number) December 31, 2

February 10, 2016 SC 13G/A

LAYN / Layne Christensen Co. / WHITEBOX ADVISORS LLC Passive Investment

SC 13G/A 1 d6762830a13g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Layne Christensen Company (Name of Issuer) Common Stock, $.01 par value per share (Title of Class of Securities) 521050104 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the ap

February 9, 2016 SC 13G/A

LAYN / Layne Christensen Co. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* LAYNE CHRISTENSEN COMPANY (Name of Issuer) Common Stock (Title of Class of Securities) 521050104 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

February 3, 2016 SC 13G/A

Layne Christensen 3G/A (Passive Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* LAYNE CHRISTENSEN COMPANY (Name of Issuer) COMMON STOCK (Title of Class of Securities) 521050104 (CUSIP Number) DECEMBER 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

February 1, 2016 SC 13G/A

LAYN / Layne Christensen Co. / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Layne Christensen Co (Name of Issuer) Common Stock (Title of Class of Securities) 521050104 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

January 19, 2016 EX-99.1

SCHEDULE 13D JOINT FILING AGREEMENT

EXHIBIT 1 SCHEDULE 13D JOINT FILING AGREEMENT The undersigned hereby agree that this Schedule 13D (the “Schedule 13D”) with respect to the common stock of Layne Christensen Company, and any additional amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to the Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

January 19, 2016 SC 13D

LAYN / Layne Christensen Co. / WYNNEFIELD PARTNERS SMALL CAP VALUE LP - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 LAYNE CHRISTENSEN COMPANY (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 521050104 (CUSIP Number) Wynnefield Partners Small Cap Value, L.P. I 450 Seventh Avenue, Suite 509 New York, New York 10123 Attention: Mr. Nelson Obus Copy to: Jeffrey S

January 14, 2016 SC 13G

LAYN / Layne Christensen Co. / Corre Partners Management, LLC - CORRE PARTNERS MANAGEMENT, LLC Passive Investment

SC 13G 1 layn11316.htm CORRE PARTNERS MANAGEMENT, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Layne Christensen Company (Name of Issuer) Common stock, $.01 par value (Title of Class of Securities) 521050104 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropr

January 13, 2016 8-K

Layne Christensen 8-K (Current Report/Significant Event)

8-K UNITED STATES 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): January 12, 2016 Layne Christensen Company (Exact Name of Registrant as Specified in Charter) Delaware 001-34195 48-0920712 (State or Other Jurisdiction of Incorporation) (Commiss

January 13, 2016 EX-99.1

Layne Christensen Appoints Alan P. Krusi to its Board of Directors

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Layne Christensen Appoints Alan P. Krusi to its Board of Directors THE WOODLANDS, TX – January 13, 2016 – Layne Christensen (NASDAQ: LAYN) (“Layne”) today announced that Mr. Alan P. Krusi has been appointed to its Board of Directors, effective January 15, 2016. Mr. Krusi was President of Strategic Development at AECOM Technology Corporation, a global prov

December 11, 2015 SC 13G/A

LAYN / Layne Christensen Co. / BROWN CAPITAL MANAGEMENT LLC Passive Investment

SC 13G/A 1 fp0017076sc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 1)* Layne Christensen Company (Name of Issuer) Common Stock, Par Value $0.01 per share (Title of Class of Securities) 52105010

December 11, 2015 SC 13G

LAYN / Layne Christensen Co. / BROWN CAPITAL MANAGEMENT LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* Layne Christensen Company (Name of Issuer) Common Stock, Par Value $0.01 per share (Title of Class of Securities) 521050104 (CUSIP Number) November 30, 2

December 11, 2015 SC 13G

LAYN / Layne Christensen Co. / VAN DEN BERG MANAGEMENT I, INC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* Layne Christensen Company (Name of Issuer) Common Stock, Par Value $0.01 per share (Title of Class of Securities) 521050104 (CUSIP Number) November 30, 2

December 10, 2015 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34195 Layne Christensen Comp

December 10, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES 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): December 9, 2015 LAYNE CHRISTENSEN COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-34195 48-0920712 (State or other jurisdiction of incorporation) (Commiss

December 10, 2015 EX-99.1

LAYNE CHRISTENSEN REPORTS THIRD QUARTER FISCAL 2016 FINANCIAL RESULTS

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE LAYNE CHRISTENSEN REPORTS THIRD QUARTER FISCAL 2016 FINANCIAL RESULTS THE WOODLANDS, TEXAS, Wednesday, December 9, 2015 ? Layne Christensen Company (NASDAQ: LAYN) (?Layne? or the ?Company?) today announced financial and operating results for the fiscal 2016 third quarter ended October 31, 2015 (Q3 FY 2016). Two items affect the presentation of financial r

December 10, 2015 EX-95.1

Mine Safety Disclosures

EX-95.1 6 layn-ex9518.htm EX-95.1 Exhibit 95.1 Mine Safety Disclosures Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) requires companies to disclose in their periodic reports information about the coal and other mines at which they are an operator. The operations of the Company at coal and other mines in the U.S. are inspected by the Mine Safety and Healt

November 12, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K UNITED STATES 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): November 9, 2015 LAYNE CHRISTENSEN COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-34195 48-0920712 (State or other jurisdiction of incorporation) (Commiss

September 29, 2015 SC 13D/A

LAYN / Layne Christensen Co. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 15) Layne Christensen Company (Name of Issuer) Common Stock (Title of Class of Securities) _521050104_ (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized

September 10, 2015 EX-99.1

September 2015

EX-99.1 September 2015 LAYNE CHRISTENSEN D.A. Davidson 14 th Annual Engineering & Construction Conference Exhibit 99.1 Exhibit 99.1 Safe Harbor 2 This presentation may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, statements of plans and objectives, statements of future economic pe

September 10, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K UNITED STATES 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): September 10, 2015 LAYNE CHRISTENSEN COMPANY (Exact name of registrant as specified in its charter) Delaware 001-34195 48-0920712 (State or other jurisdiction of incorporatio

September 9, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES 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): September 8, 2015 LAYNE CHRISTENSEN COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-34195 48-0920712 (State or other jurisdiction of incorporation) (Commission

September 9, 2015 EX-10.2

Severance Agreement, dated July 6, 2015, between Layne Christensen Company and J. Michael Anderson (filed as Exhibit 10.2 to Layne's Form 10-Q for the quarter ended July 31, 2015, filed on September 9, 2015, and incorporated herein by reference).

Exhibit 10.2 layne Draft july 3, 2015 SEVERANCE AGREEMENT This Severance Agreement (the "Agreement") is made as of July 20, 2015 (the "Effective Date") by and between Layne Christensen Company, a Delaware corporation ("Company"), and J. Michael Anderson ("Employee"). RECITALS WHEREAS, Employee was recently hired to serve as a key employee of Company and the services and knowledge of Employee are v

September 9, 2015 EX-4.1

SIXTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT

Exhibit 4.1 EXECUTION VERSION SIXTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT This Sixth Amendment to Credit Agreement and Consent, dated the 12th day of June, 2015, by and among Layne Christensen Company, a Delaware corporation (the ?Administrative Borrower?), each Co-Borrower (as defined in the Credit Agreement (as defined below)), the Guarantors (as defined in the Credit Agreement), the Lenders

September 9, 2015 EX-99.1

LAYNE CHRISTENSEN REPORTS SECOND QUARTER FISCAL 2016 FINANCIAL RESULTS

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE LAYNE CHRISTENSEN REPORTS SECOND QUARTER FISCAL 2016 FINANCIAL RESULTS THE WOODLANDS, TEXAS, Tuesday, September 8, 2015 ? Layne Christensen Company (NASDAQ: LAYN) (?Layne? or the ?Company?) today announced financial and operating results for the fiscal 2016 second quarter ended July 31, 2015 (Q2 FY 2016). Overview ? On August 17, 2015, Layne sold its Geoc

September 9, 2015 EX-10.1

Offer Letter, dated July 6, 2015, between Layne Christensen Company and J. Michael Anderson (filed as Exhibit 10.1 to Layne's Form 10-Q for the quarter ended July 31, 2015, filed on September 9, 2015, and incorporated herein by reference).

Exhibit 10.1 July 6, 2015 Mr. J. Michael Anderson 11 Philbrook Way The Woodlands, TX 77382 Dear Michael: On behalf of Layne Christensen Company (the ?Company?), I am pleased to offer you the position of Senior Vice President and Chief Financial Officer of the Company. You would report to the Company's CEO and be based at the Company's headquarters at 1800 Hughes Landing Boulevard in The Woodlands,

September 9, 2015 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34195 Layne Christensen Company

September 9, 2015 EX-95.1

Mine Safety Disclosures

Exhibit 95.1 Mine Safety Disclosures Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the ?Act?) requires companies to disclose in their periodic reports information about the coal and other mines at which they are an operator. The operations of the Company at coal and other mines in the U.S. are inspected by the Mine Safety and Health Administration (?MSHA?) on an on

August 19, 2015 8-K

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): August 17, 2015

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): August 17, 2015 Layne Christensen Company (Exact Name of Registrant as Specified in Charter) Delaware 001-34195 48-0920712 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

August 19, 2015 EX-99.1

Layne Christensen Announces Closing of Sale of Geoconstruction Business for $43 Million

EX-99.1 3 layn-ex9917.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Layne Christensen Announces Closing of Sale of Geoconstruction Business for $43 Million THE WOODLANDS, TX – August 18, 2015 – Layne Christensen (NASDAQ: LAYN) (“Layne” or the “Company”) today announced the closing of the previously announced sale of its Geoconstruction business segment to a subsidiary of Keller Foundations, LLC,

August 19, 2015 SC 13D/A

LAYN / Layne Christensen Co. / VAN DEN BERG MANAGEMENT I, INC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) LAYNE CHRISTENSEN COMPANY (Name of Issuer) Common Stock, Par Value $0.01 per share (Title of Class of Securities) 521050104 (CUSIP Number) Van Den Berg Management I, Inc. 805 Las Cimas Parkway Suite 430 Austin, TX 78746 512-329-0050 (Name, Address and Tel

August 19, 2015 EX-4.1

Amended and Restated Credit Agreement dated as of August 17, 2015 among Layne Christensen Company, as Borrower, certain subsidiaries of Layne Christensen Company, as Co-Borrowers, the guarantors party thereto, the lenders party thereto, PNC Bank, National Association (“PNC Bank”), as Administrative Agent, Jefferies Finance, LLC, as Syndication Agent, Lead Arranger and Book Running Manager, PNC Bank and Wells Fargo Bank, N.A., as Co-Collateral Agents, and PNC Bank, as Swingline Lender and Issuing Bank (filed as Exhibit 4.1 to Layne's Form 8-K filed August 19, 2015, and incorporated herein by this reference).

EX-4.1 2 layn-ex416.htm EX-4.1 Exhibit 4.1 Execution Version Dated as of August 17, 2015 AMENDED AND RESTATED CREDIT AGREEMENT among LAYNE CHRISTENSEN COMPANY, as the Administrative Borrower, CERTAIN SUBSIDIARIES OF LAYNE CHRISTENSEN COMPANY, as Co-Borrowers, THE GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, JEFFERIES FINANCE LLC, as Lead Arranger and Book Running Manager, JEFF

August 12, 2015 SC 13G

LAYN / Layne Christensen Co. / WHITEBOX ADVISORS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

July 31, 2015 SC 13D/A

LAYN / Layne Christensen Co. / VAN DEN BERG MANAGEMENT I, INC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) LAYNE CHRISTENSEN COMPANY (Name of Issuer) Common Stock, Par Value $0.01 per share (Title of Class of Securities) 521050104 (CUSIP Number) Van Den Berg Management I, Inc. 805 Las Cimas Parkway Suite 430 Austin, TX 78746 512-329-0050 (Name, Address and Tel

July 31, 2015 SC 13D/A

LAYN / Layne Christensen Co. / VAN DEN BERG MANAGEMENT I, INC Activist Investment

SC 13D/A 1 fp0015312sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) LAYNE CHRISTENSEN COMPANY (Name of Issuer) Common Stock, Par Value $0.01 per share (Title of Class of Securities) 521050104 (CUSIP Number) Van Den Berg Management I, Inc. 805 Las Cimas Parkway Suite 430 Austin, TX 78746 512-

July 7, 2015 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K UNITED STATES 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): July 6, 2015 Layne Christensen Company (Exact Name of Registrant as Specified in Charter) Delaware 001-34195 48-0920712 (State or Other Jurisdiction of Incorporation) (Commission

July 7, 2015 EX-99.1

Contacts: Layne Christensen Company The Equity Group Inc. Michael J. Caliel Devin Sullivan President & CEO Senior Vice President 281-475-2690 212-836-9608 [email protected] [email protected] Andy Atchison Kalle Ahl Chief Financial Officer

EX-99.1 Exhibit 99.1 Contacts: Layne Christensen Company The Equity Group Inc. Michael J. Caliel Devin Sullivan President & CEO Senior Vice President 281-475-2690 212-836-9608 [email protected] [email protected] Andy Atchison Kalle Ahl Chief Financial Officer Senior Associate 281-475-2670 212-836-9614 [email protected] [email protected] FOR IMMEDIATE RELEASE LAYNE CHRISTENSEN APP

June 26, 2015 11-K

Layne Christensen FORM 11-K

layn-8k20141231.htm United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the year ended December 31, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to Commission fil

June 24, 2015 S-8

Layne Christensen S-8

S-8 As filed with the Securities and Exchange Commission on June 24, 2015 Registration No.

June 24, 2015 EX-99.1

LAYNE CHRISTENSEN COMPANY CAPITAL ACCUMULATION PLAN ADOPTION AGREEMENT #005 NONSTANDARDIZED 401(k) PLAN [Related Employers only]

EX-99.1 6 d949057dex991.htm EX-99.1 Exhibit 99.1 LAYNE CHRISTENSEN COMPANY CAPITAL ACCUMULATION PLAN 1 ADOPTION AGREEMENT #005 NONSTANDARDIZED 401(k) PLAN [Related Employers only] The undersigned Employer, by executing this Adoption Agreement, establishes a retirement plan and trust (collectively “Plan”) under the Stinson Morrison Hecker LLP Defined Contribution Prototype Plan and Trust (basic pla

June 9, 2015 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34195 Layne Christensen Compan

June 9, 2015 8-K

Layne Christensen 8-K (Current Report/Significant Event)

layn-8k20150608.htm UNITED STATES 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): June 8, 2015 LAYNE CHRISTENSEN COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-34195 48-0920712 (State or other jurisdiction Of incorporati

June 9, 2015 8-K

Current Report

Form 8-K 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): June 5, 2015 Layne Christensen Company (Exact Name of Registrant as Specified in Charter) Delaware 001-34195 48-0920712 (State or Other Jurisdiction of Incorporation) (Commission File Numb

June 9, 2015 EX-99.1

LAYNE CHRISTENSEN REPORTS FIRST QUARTER FISCAL 2016 FINANCIAL RESULTS

Exhibit 99.1 Contacts: Layne Christensen Company The Equity Group Inc. Andy T. Atchison Devin Sullivan Chief Financial Officer Sr. Vice President 281-475-2670 212-836-9608 [email protected] [email protected] LAYNE CHRISTENSEN REPORTS FIRST QUARTER FISCAL 2016 FINANCIAL RESULTS Q1 FY 2016 Overview · Revenues increased 11.5% to $194.4 million in Q1 FY 2016 from $174.4 million in Q1 FY 201

June 9, 2015 EX-10.1

General Agreement of Indemnity dated February 4, 2015, by and between Layne Christensen Company, as Indemnitor, and Liberty Mutual Group, as Company (filed as Exhibit 10.1 to Layne's Form 10-Q for the quarter ended April 30, 2015, filed on June 9, 2015, and incorporated herein by reference).

Exhibit 10.1 General Agreement Of Indemnity We the undersigned, individually and for and on behalf of all other Indemnitors, enter into this General Agreement of Indemnity (?Agreement?) in favor of Company. Witnesseth: WHEREAS, in the transaction of business, Bonds have heretofore been and/or may hereafter be executed by Company. In connection with the execution, delivery and/or assumption of obli

June 9, 2015 EX-95.1

Mine Safety Disclosures

Exhibit 95.1 Mine Safety Disclosures Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the ?Act?) requires companies to disclose in their periodic reports information about the coal and other mines at which they are an operator. The operations of the Company at coal and other mines in the U.S. are inspected by the Mine Safety and Health Administration (?MSHA?) on an on

June 3, 2015 SC 13D/A

LAYN / Layne Christensen Co. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 14) Layne Christensen Company (Name of Issuer) Common Stock (Title of Class of Securities) 521050104 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to

June 1, 2015 SD

Layne Christensen FORM SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Layne Christensen Company (Exact name of registrant as specified in its charter) Delaware 001-34195 48-0920712 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation or organization) Identification No.) 1800 Hughes Landing Blvd, Suite 700, The Woodlands, Te

May 21, 2015 EX-99.1

Contacts: Layne Christensen Company The Equity Group Inc. Michael J. Caliel Devin Sullivan President & CEO Senior Vice President 281-475-2690 212-836-9608 [email protected] [email protected] Andy Atchison Kalle Ahl Chief Financial Officer

EX-99.1 Exhibit 99.1 Contacts: Layne Christensen Company The Equity Group Inc. Michael J. Caliel Devin Sullivan President & CEO Senior Vice President 281-475-2690 212-836-9608 [email protected] [email protected] Andy Atchison Kalle Ahl Chief Financial Officer Senior Associate 281-475-2670 212-836-9614 [email protected] [email protected] FOR IMMEDIATE RELEASE LAYNE CHRISTENSEN ANN

May 21, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 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): May 20, 2015 LAYNE CHRISTENSEN COMPANY (Exact Name of Registrant as Specified in Charter) Delaware 001-34195 48-0920712 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

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