UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2004
Commission File Number 1-9788
LANDAUER, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 06-1218089
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
2 SCIENCE ROAD, GLENWOOD, ILLINOIS 60425
(Address of Principal Executive Offices and Zip Code)
Registrant's telephone number, including area code: (708) 755-7000
Securities registered pursuant to Section 12(b) of the Act:
COMMON STOCK WITH PAR VALUE $.10 NEW YORK STOCK EXCHANGE
(Title of Each Class) (Name of Exchange
On Which Registered)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. Yes [ ] No [ X ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2). Yes [ X ] No [ ]
As of March 31, 2004, the aggregate market value of the voting and
non-voting common equities (based upon the closing price on the New York
Stock Exchange) held by non-affiliates was approximately $370,000,000. The
number of shares of common stock ($.10 per value) outstanding as of
December 10, 2004 was 8,949,123.
PART II
Explanatory Note:
This amendment to Landauer, Inc.'s Annual Report on Form 10-K for the
fiscal year ended September 30, 2004 is being filed solely to include
selected financial information that was inadvertently omitted from the
original filing.
ITEM 6. SELECTED FINANCIAL DATA.
SIX YEAR SELECTED FINANCIAL DATA
LANDAUER, INC. AND SUBSIDIARIES
For the (Dollars in Thousands Except Per Share Data)
years ended
September 30, 1999 2000 2001 2002 2003 2004
------- ------- ------- ------- ------- -------
OPERATING RESULTS
Net revenues. . . . . $43,800 $47,174 $53,028 $58,608 $64,818 $69,809
Operating income. . . 14,756 19,316 21,874 24,399 23,857 27,720
Net income. . . . . . 9,489 12,762 14,324 16,180 15,019 17,770
As a percent of
net revenues. . . . 21.7% 27.1% 27.0% 27.6% 23.2% 25.5%
Diluted net income
per share . . . . . $ 1.09 $ 1.47 $ 1.64 $ 1.83 $ 1.69 $ 1.98
Cash dividends
per share . . . . . $ 1.40 $ 1.40 $ 1.40 $ 1.40 $1.50 $ 1.60
Total assets. . . . . $44,624 $47,061 $50,550 $60,257 $64,515 $77,518
PART III
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)
3. LIST OF EXHIBITS
(3)(a) Certificate of Incorporation of the Registrant, as
amended through February 4, 1993, is incorporated by
reference to the Annual Report on Form 10-K for the
fiscal year ended September 30, 1993.
(3)(b) By-laws of the Registrant are incorporated by reference
to Exhibit (3)(b) to the Annual Report on Form 10-K for
the fiscal year ended September 30, 1992.
(4)(a) Specimen stock certificate of the Registrant is
incorporated by reference to Exhibit (4)(a) to the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1997.
(10)(a) Landauer, Inc. 1996 Equity Plan, as amended and restated
through November 8, 2001, is incorporated by reference to
Exhibit (10)(a) to the Annual Report on Form 10-K for the
fiscal year ended September 30, 2002.
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(10)(b) Liability Assumption and Sharing Agreement among
Tech/Ops, Inc., Tech/Ops Sevcon, Inc., and the Registrant
is incorporated by reference to Exhibit (10)(d) to the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1993.
(10)(c) Form of Indemnification Agreement between the Registrant
and each of its directors is incorporated by reference to
Exhibit (10)(e) to the Annual Report on Form 10-K for the
fiscal year ended September 30, 1993.
(10)(d) Landauer, Inc.'s Directors' Retirement Plan dated
March 21, 1990, is incorporated by reference to
Exhibit (10)(f) to the Annual Report on Form 10-K for the
fiscal year ended September 30, 1996.
(10)(e) Form of Supplemental Key Executive Retirement Plan of
Landauer, Inc., as amended and restated effective
October 1, 2003, is incorporated by reference to
Exhibit (10)(e) to the Annual Report on Form 10-K for the
fiscal year ended September 30, 2003.
(10)(f) Landauer, Inc. Incentive Compensation Plan for Executive
Officers is incorporated by reference to Exhibit (10)(h)
to the Annual Report on Form 10-K for the fiscal year
ended September 30, 2000.
(10)(g) Landauer, Inc. 1997 Non-Employee Director's Stock Option
Plan, as amended and restated through November 8, 2002,
is incorporated by reference to Exhibit (10)(g) to the
Annual Report on Form 10-K for the fiscal year ended
September 30, 2003.
(10)(h) Employment Agreements dated February 29, 1996 between the
Registrant and Brent A. Latta, James M. O'Connell and R.
Craig Yoder are incorporated by reference to the Annual
Report on Form 10-K for the fiscal year ended
September 30, 1998.
(10)(i) Employment Agreements dated November 9, 2002 between the
Registrant and Robert M. Greaney are incorporated by
reference to Exhibit (10)(i) to the Annual Report on
Form 10-K for the fiscal year ended September 30, 2003.
(10)(j) Landauer, Inc. Executive Special Severance Plan dated
May 22, 2003 is incorporated by reference to
Exhibit (10)(j) to the Annual Report on Form 10-K for the
fiscal year ended September 30, 2003.
(10)(k) Credit Agreement between Landauer, Inc. and LaSalle Bank
N.A. is incorporated by reference to Exhibit 10.1 to the
Quarterly Report on Form 10-Q for the quarter ended
June 30, 2004.
(10)(l)* Form of stock option award pursuant to the Landauer, Inc.
1996 Equity Plan.
(21) Subsidiaries of the Registrant are:
. Beijing-Landauer, Ltd. (70%), Beijing, P.R. China
. HomeBuyer's Preferred, Inc. (100%), 2 Science Road,
Glenwood, Illinois 60425-1586
. Nagase-Landauer, Ltd. (50%), Tokyo, Japan
2
. SAPRA-Landauer, Ltda. (75%), Sao Carlos - SP -
Brazil
. LCIE-Landauer, Ltd. and subsidiary (100%), Paris,
France and Oxford, United Kingdom
(31.1) Certification of Brent A. Latta, President and Chief
Executive Officer, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2003 filed herewith.
(31.2) Certification of James M. O'Connell, Chief Financial
Officer, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2003 filed herewith.
(32.1)* Certification of Brent A. Latta, President and Chief
Executive Officer, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2003.
(32.2)* Certification of James M. O'Connell, Chief Financial
Officer, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2003.
* Previously filed.
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SIGNATURES OF REGISTRANT
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
LANDAUER, INC.
By: /s/ James M. O'Connell
------------------------------
Name: James M. O'Connell
Title: Chief Financial Officer
Date: January 31, 2005
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EXHIBIT INDEX
(3)(a) Certificate of Incorporation of the Registrant, as amended
through February 4, 1993, is incorporated by reference to the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1993.
(3)(b) By-laws of the Registrant are incorporated by reference to
Exhibit (3)(b) to the Annual Report on Form 10-K for the fiscal
year ended September 30, 1992.
(4)(a) Specimen stock certificate of the Registrant is incorporated by
reference to Exhibit (4)(a) to the Annual Report on Form 10-K
for the fiscal year ended September 30, 1997.
(10)(a) Landauer, Inc. 1996 Equity Plan, as amended and restated
through November 8, 2001, is incorporated by reference to
Exhibit (10)(a) to the Annual Report on Form 10-K for the
fiscal year ended September 30, 2002.
(10)(b) Liability Assumption and Sharing Agreement among Tech/Ops,
Inc., Tech/Ops Sevcon, Inc., and the Registrant is incorporated
by reference to Exhibit (10)(d) to the Annual Report on
Form 10-K for the fiscal year ended September 30, 1993.
(10)(c) Form of Indemnification Agreement between the Registrant and
each of its directors is incorporated by reference to Exhibit
(10)(e) to the Annual Report on Form 10-K for the fiscal year
ended September 30, 1993.
(10)(d) Landauer, Inc.'s Directors' Retirement Plan dated March 21,
1990, is incorporated by reference to Exhibit (10)(f) to the
Annual Report on Form 10-K for the fiscal year ended
September 30, 1996.
(10)(e) Form of Supplemental Key Executive Retirement Plan of Landauer,
Inc., as amended and restated effective October 1, 2003, is
incorporated by reference to Exhibit (10)(e) to the Annual
Report on Form 10-K for the fiscal year ended September 30,
2003.
(10)(f) Landauer, Inc. Incentive Compensation Plan for Executive
Officers is incorporated by reference to Exhibit (10)(h) to the
Annual Report on Form 10-K for the fiscal year ended
September 30, 2000.
(10)(g) Landauer, Inc. 1997 Non-Employee Director's Stock Option Plan,
as amended and restated through November 8, 2002, is
incorporated by reference to Exhibit (10)(g) to the Annual
Report on Form 10-K for the fiscal year ended September 30,
2003.
(10)(h) Employment Agreements dated February 29, 1996 between the
Registrant and Brent A. Latta, James M. O'Connell and R. Craig
Yoder are incorporated by reference to the Annual Report on
Form 10-K for the fiscal year ended September 30, 1998.
(10)(i) Employment Agreements dated November 9, 2002 between the
Registrant and Robert M. Greaney are incorporated by reference
to Exhibit (10)(i) to the Annual Report on Form 10-K for the
fiscal year ended September 30, 2003.
(10)(j) Landauer, Inc. Executive Special Severance Plan dated May 22,
2003 is incorporated by reference to Exhibit (10)(j) to the
Annual Report on Form 10-K for the fiscal year ended
September 30, 2003.
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(10)(k) Credit Agreement between Landauer, Inc. and LaSalle Bank N.A.
is incorporated by reference to Exhibit 10.1 to the Quarterly
Report on Form 10-Q for the quarter ended June 30, 2004.
(10)(l)* Form of stock option award pursuant to the Landauer, Inc. 1996
Equity Plan.
(21) Subsidiaries of the Registrant are:
. Beijing-Landauer, Ltd. (70%), Beijing, P.R. China
. HomeBuyer's Preferred, Inc. (100%), 2 Science Road,
Glenwood, Illinois 60425-1586
. Nagase-Landauer, Ltd. (50%), Tokyo, Japan
. SAPRA-Landauer, Ltda. (75%), Sao Carlos - SP - Brazil
. LCIE-Landauer, Ltd. and subsidiary (100%), Paris, France
and Oxford, United Kingdom
(31.1) Certification of Brent A. Latta, President and Chief Executive
Officer, as adopted pursuant to Section 302 of the Sarbanes-
Oxley Act of 2003 filed herewith.
(31.2) Certification of James M. O'Connell, Chief Financial Officer,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2003 filed herewith.
(32.1)* Certification of Brent A. Latta, President and Chief Executive
Officer, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2003.
(32.2)* Certification of James M. O'Connell, Chief Financial Officer,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2003.
* Previously filed.
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