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 1, 2005
LANDAUER, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-9788 06-1218089
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(Commission File Number) (I.R.S. Employer Identification No.)
2 Science Road, Glenwood, Illinois 60425
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(Address of Principal Executive Offices) (Zip Code)
(708) 755-7000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On April 1, 2005, Landauer, Inc. (the "Company" or the "Registrant")
received confirmation from LaSalle Bank N.A. ("LaSalle") that LaSalle had
agreed to amend the Company's existing credit agreement with LaSalle Bank
N.A. dated April 13, 2004. The amendment, which is dated as of March 25,
2005, extends the maturity date to March 25, 2006 and provides for a
reduction of the aggregate loan commitment under the credit facility to an
amount of $15 million, therefore reducing the committed, but undrawn,
portion of the credit facility on which commitment fees are charged by
LaSalle to the Company. The amendment additionally provides for an
increase in the commitment amount to $25 million at the Company's request,
more flexibility in determining interest rate periods and also increases
the minimum tangible net worth covenant.
The original credit agreement was filed as Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on August 12, 2004. The amendment is filed as Exhibit
10.1 to this Report. Three subsidiaries of the Company, Homebuyer's
Preferred, Inc., Healthy Home Air, Inc. and Landauer International LLC, are
parties to the amendment, as guarantors of the Company's obligations under
the credit facility.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The information described in Item 1.01 above is incorporated herein
by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
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10.1 First Amendment to Credit Agreement, dated
March 25, 2005, to the Credit Agreement
between Landauer, Inc., as borrower,
Homebuyer's Preferred, Inc., Healthy Home
Air, Inc. and Landauer International LLC, as
guarantors, and LaSalle Bank N.A. dated
April 13, 2004.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
LANDAUER, INC.
Dated: April 6, 2005 /s/ James M. O'Connell
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James M. O'Connell
Vice President, Finance,
Treasurer and Secretary
(Principal Financial and
Accounting Officer)
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