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LAYNE CHRISTENSEN CO FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On April 15, 2014, the Board of Directors of Layne Christensen Company (the "Corporation") approved an amendment to the Corporation's Amended and Restated Bylaws (as amended, the "Bylaws"), effective as of that same date, adding a new Section 8 to Article VI providing an exclusive forum provision for the adjudication of certain disputes. This provision provides that, unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of a breach of fiduciary duty owed by any director, officer, or other employee of the Corporation to the Corporation or the Corporation's stockholders, (iii) any action asserting a claim against the Corporation or any director, officer or other employee of the Corporation arising pursuant to any provision of the Delaware General Corporation Law or the Corporation's Certificate of Incorporation or Bylaws (as any may be amended from time to time), or (iv) any action asserting a claim against the Corporation or any director, officer, or other employee of the Corporation governed by the internal affairs doctrine, shall be a state court located within the State of Delaware or the federal district court for the District of Delaware in all cases subject to the court having personal jurisdiction over the indispensable parties named as defendants. A copy of the Bylaws, as amended, is attached hereto as Exhibit 3.1. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 3.1 Amended and Restated Bylaws of Layne Christensen Company (effective as of April 15, 2014). -------------------------------------------------------------------------------- |