David A.B. Brown, CEO and Chairman of the Board of
Layne Christensen Company (Nasdaq:LAYN)
("Layne" or the "Company"), announced today the
appointment of Michael J. Caliel as President and Chief Executive
Officer, and Member of the Board of Directors, effective January 2,
2015. Mr. Caliel brings more than 30 years of global sales,
management and operating experience to Layne. He will succeed
Mr. Brown who assumed the role of CEO on an interim basis in June
2014. Mr. Brown will continue to serve as Chairman of the Board.
Mr. Caliel joins Layne after having served as President and CEO
(2011-2014) of the Invensys Software and Industrial Automation
Division of Invensys plc (LSE:ISYS.L), a leading provider of
automation and information technologies, systems, software
solutions, services, and consulting to global manufacturing and
infrastructure industries. Invensys was acquired in
January 2014. Prior to that, Mr. Caliel served as
President, CEO and Executive Director (2006–2011) of Integrated
Electrical Services, Inc. (Nasdaq:IESC), a national provider of
electrical and communications solutions for the commercial,
industrial and residential markets.
Mr. Brown commented, "On behalf of the entire Board of Layne, I
am thrilled to welcome Mike as our new President and CEO.
Mike is a seasoned operating executive, and has a
demonstrated ability to strategically manage, grow, and optimize
complex global organizations. An innovative thinker and
hands-on manager, he has large project management experience, a
history of building enduring relationships with clients and
partners, and a proficiency to capitalize on growth opportunities
in existing and new markets. He also has extensive experience
in a variety of industries and end markets relevant to Layne.
We are confident that Mike will help guide Layne into the
next phase of its growth, and build upon our successes to
date."
Mr. Caliel commented, "I am honored to have been selected to
lead Layne. Building on its impressive legacy of providing
responsible solutions for water, mineral and energy challenges,
Layne continues to evolve in order to meet the considerable number
of opportunities that exist in its respective end
markets. Along with Layne's dedicated and talented
employees around the world, our focus will be to develop and
implement the strategies necessary to address these opportunities,
fortify our leading industry positions, and continue to strengthen
our operations. In doing so, I am confident that we can
deliver value to our stakeholders."
Additional Information
From 1993 – 2006, Mr. Caliel served in positions of increasing
responsibility at Invensys Process Systems, a global software,
systems, and technology company. He served as President of the
company's Process Automation Group from 2003 – 2006, which employed
more than 6,000 professionals around the world.
Mr. Caliel has also held sales and executive positions at
Honeywell, Inc. and ABB, Ltd.
He received his Bachelor of Sciences in Industrial Distribution
from Clarkson University.
Inducement Grant Under NASDAQ Listing Rule 5635(c)
(4)
In connection with the hiring of Mr. Caliel, the Board of
Directors of the Company approved an award to Mr. Caliel of a stock
option to purchase shares of the Company's common stock and
restricted stock units ("RSUs") on December 5, 2014, with a grant
date fair value of $500,000 each, contingent upon and effective as
of Mr. Caliel's start date with Layne (the "Start Date"), which is
expected to be January 2, 2015. The awards will be made
pursuant to the NASDAQ inducement grant exception as a component of
Mr. Caliel's employment compensation, and are being made as an
inducement material to Mr. Caliel's acceptance of employment with
Layne in accordance with NASDAQ Listing Rule 5635(c)(4).
The stock option will be subject to a 3-year cliff vesting
schedule (that is, 100% of the stock option will vest and become
exercisable on the third anniversary of Mr. Caliel's start
date). The per share option exercise price will be equal to
the closing price of Layne's common stock on Mr. Caliel's start
date and will have a 10 year maximum term. The RSUs will vest
in 25% increments upon achievement of a Layne common stock price of
$9, $10, $12 and $15. For vesting to occur, the stock price
must remain at or above the specified price for at least ten
consecutive trading days during the three year period commencing on
the start date and Mr. Caliel must remain employed through that
three-year period. The vesting of the stock option and the
RSUs will accelerate and become fully vested upon a "change in
control", as defined in the Layne 2006 Equity Incentive
Plan. If Mr. Caliel is terminated without "cause" by Layne or
he resigns for "good reason", prior to the third anniversary of his
start date, a pro rata portion of the stock option and RSUs will
vest based on time and, in the case of the RSUs, assuming all
performance conditions have been met. If Mr. Caliel's
employment with Layne ends prior to the third anniversary of his
start date for any other reason, he will forfeit the stock option
and the RSUs. After the third anniversary of his start date,
if Mr. Caliel is terminated for "cause," any unexercised portion of
the stock option will be immediately forfeited.
Layne Christensen Company
Layne is a global water management, construction and drilling
company, providing responsible solutions to the world of essential
natural resources — water, mineral and energy. We offer
innovative, sustainable products and services with an enduring
commitment to safety, excellence, and integrity.
Forward-Looking Statements
This press release 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
statements of assumptions underlying such statements, and
statements of management's intentions, hopes, beliefs, expectations
or predictions of the future. Forward-looking statements can
often be identified by the use of forward-looking terminology, such
as "should," "intended," "continue," "believe," "may," "hope,"
"anticipate," "goal," "forecast," "plan," "estimate" and similar
words or phrases. Such statements are based on current expectations
and are subject to certain risks, uncertainties and assumptions,
including but not limited to: the ability of Mr. Caliel to
successfully develop and implement new strategies for the Company,
prevailing prices for various commodities, unanticipated slowdowns
in the Company's major markets, the availability of credit, the
risks and uncertainties normally incident to the construction
industry, the impact of competition, the effectiveness of
operational changes expected to increase efficiency and
productivity, worldwide economic and political conditions and
foreign currency fluctuations that may affect worldwide results of
operations. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results may vary materially and adversely from those
anticipated, estimated or projected. These forward-looking
statements are made as of the date of this filing, and the Company
assumes no obligation to update such forward-looking statements or
to update the reasons why actual results could differ materially
from those anticipated in such forward-looking statements.
CONTACT: Layne Christensen Company
David A.B. Brown
Chairman
281-475-2690
david.brown@layne.com
Andy Atchison
Chief Financial Officer
281-475-2670
andy.atchison@layne.com
The Equity Group Inc.
Devin Sullivan
Senior Vice President
212-836-9608
dsullivan@equityny.com
Kalle Ahl
Senior Associate
212-836-9614
kahl@equityny.com
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