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, 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 September 20, 2005, Landauer, Inc. (the "Company") announced that its
Board of Directors has elected William E. Saxelby to become the President
and Chief Executive Officer of the Company, effective September 28, 2005.
Mr. Saxelby also will join the board of directors of the Company effective
such date. The terms of Mr. Saxelby's employment agreement ("Saxelby
Employment Agreement") are described below under Item 5.02. A copy of the
Saxelby Employment Agreement is attached as Exhibit 10.1 to this report.
Mr. Saxelby succeeds Brent A. Latta, who is retiring as the Company's
President and Chief Executive Officer, effective September 27, 2005. Mr.
Latta is also retiring from the Company's Board of Directors, effective the
same date. In connection with Mr. Latta's retirement, the Company has
entered into an amendment to Mr. Latta's current employment agreement
("Latta Amendment"), the terms of which are also described below under
Item 5.02. A copy of the Latta Amendment is attached as Exhibit 10.4 to
this report.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS:
ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
EMPLOYMENT AGREEMENT WITH WILLIAM E. SAXELBY
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The Company entered into the Saxelby Employment Agreement with Mr. Saxelby
on September 20, 2005. The Saxelby Employment Agreement provides for Mr.
Saxelby to commence employment as President and Chief Executive Officer of
the Company, effective September 28, 2005. Mr. Saxelby also has been
elected to the Company's Board of Directors, effective September 28, 2005
to serve in the vacancy created by the retirement of Brent A. Latta from
the Board.
Mr. Saxelby recently served as Chief Executive Officer of Medical Research
Laboratories, a manufacturer of defibrillators, prior to its sale to Welch
Allyn in 2003, and has consulted with certain leading private equity firms
since that time. From 1996-1999 Mr. Saxelby served as a Corporate Vice
President of Allegiance Healthcare, a spin-off of Baxter International,
with responsibility for its Gloves, Special Procedures, Thermal Products
and Euromedical Products business units. From 1978-1996, Mr. Saxelby held
executive positions at Baxter and its American Hospital Supply subsidiary
in their Gloves, Dietary Products and Scientific Products Industrial
Division business units. Mr. Saxelby is 48 years old.
The Saxelby Employment Agreement has a five year term, with automatic
additional one year extensions unless terminated by either the Board of
Directors of the Company or Mr. Saxelby upon written notice. The Saxelby
Employment Agreement provides for a base annual salary of $350,000, subject
to increases as determined by the Compensation Committee of the Board of
Directors in accordance with the Company's compensation practices for
executive officers. Beginning with the Company's 2006 fiscal year, Mr.
Saxelby will be entitled to participate in the Company's Incentive
Compensation Plan for Executive Officers. The target incentive bonus
opportunity for Mr. Saxelby for each fiscal year under such Plan may not be
less than 50% of his base salary in effect at the beginning of each year
and for the 2006 fiscal year cannot be less than $175,000.
The Saxelby Employment Agreement provides for a grant to Mr. Saxelby of
non-qualified options to purchase 50,000 shares of the Company's common
stock. The exercise price of such options will be the fair market value of
the common stock on the date of the grant (the effective date of his
employment). The options will have a term of 10 years and will be issued
under the Company's 2005 Long-Term Incentive Plan (the "2005 LTIP"). In
general, shares of common stock acquired by exercise of such options may
not be transferred until the third anniversary of the date of grant.
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On the effective date of his employment, Mr. Saxelby will also be granted
3,500 shares of restricted common stock of the Company under the 2005 LTIP.
One-third of such restricted shares will vest upon each of the first three
anniversaries of the date of grant. Beginning with the 2006 fiscal year,
Mr. Saxelby will be entitled to receive long-term incentive awards under
the Company's Long-Term Incentive Plan. The amount of the awards will be
determined from time to time by the Compensation Committee of the Board of
Directors and will be commensurate with Mr. Saxelby's position as President
and Chief Executive Officer.
The Saxelby Employment Agreement further contemplates that if Mr. Saxelby
is employed by the Company on the fifth anniversary of the effective date
of his employment, he will be entitled to receive a supplemental pension
under the Company's Supplemental Key Executive Retirement Plan, calculated
as if he had completed 20 years of service with the Company. Mr. Saxelby
will also be entitled to participate in the Company's employee benefit
plans generally available to executives of the Company.
If Mr. Saxelby's employment terminates due to his death or disability he
will be entitled to receive: (i) his accrued base salary through and
including the date of termination of employment, (ii) the amount of his
bonus earned and payable, but not yet paid for the fiscal year prior to the
year of his termination of employment, (iii) a prorated annual incentive
bonus for the year in which his employment terminates; (iv) other employee
benefits to which he was entitled as of the date of termination of
employment in accordance with the Company's benefit plans; and (v) the
treatment of stock options and restricted shares in accordance with the
terms of the plans pursuant to which they were granted or issued.
If Mr. Saxelby's employment is terminated by the Company without cause or
by Mr. Saxelby for good reason (as defined in the Saxelby Employment
Agreement), he will be entitled to receive: (a) the payments and benefits
described in clauses (i) through (iv) of the preceding paragraph; (b) the
treatment of stock options and restricted shares in accordance with the
terms of the plans pursuant to which they were granted or issued; and (c) a
lump sum cash payment equal to the product of (x) two and (y) the sum of
his then base salary and his prior bonus (defined generally as the average
of his annual incentive bonuses for the last three fiscal years). If Mr.
Saxelby's employment is terminated for cause (as defined in the Saxelby
Employment Agreement) or by Mr. Saxelby other than for good reason, he will
be entitled to receive: (i) his accrued base salary through and including
the date of termination of employment; (ii) the amount of his bonus earned
and payable, but not yet paid for the fiscal year prior to the year of his
termination of employment; and (iii) other employee benefits to which he
was entitled as of the date of termination of employment in accordance with
the Company's benefit plans.
Mr. Saxelby will also be entitled to participate in the Company's Executive
Special Severance Plan. Any payments and benefits provided to Mr. Saxelby
under the Saxelby Employment Agreement will be offset and credited against
as payments and benefits under the Executive Special Severance Plan as
applicable to Mr. Saxelby.
Mr. Saxelby has no family relationships with any officer or director of the
Company and, at the time of his election, owned no shares of the Company's
capital stock. Since January 1, 2004, neither the Company nor any of its
subsidiaries has engaged in any transaction with Mr. Saxelby or any member
of his immediate family in which he or a member of his immediate family had
an interest of more than $60,000, other than the agreements referred to in
this report.
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AMENDMENT TO EMPLOYMENT AGREEMENT WITH BRENT A. LATTA
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The Company entered into the Latta Amendment with Mr. Latta on
September 20, 2005. The Latta Amendment amends and supplements the
Employment Agreement dated as of February 29, 1996 between the Company and
Mr. Latta.
The Latta Amendment provides that Mr. Latta will retire from employment
with the Company, effective September 27, 2005. On April 1, 2006 (or any
earlier date which is at least six months after the termination of Mr.
Latta's employment with the Company), the Company will pay Mr. Latta
$1,207,279 in a lump sum payment. Until February 19, 2008, Mr. Latta will
be eligible for coverage under the Company's retiree healthcare plan, at
the same cost to Mr. Latta as to the Company's active employees from time
to time. Mr. Latta's outstanding options to purchase common stock and
other equity awards, to the extent not otherwise exercisable or vested,
shall become exercisable following Mr. Latta's termination of employment in
accordance with their terms. Mr. Latta's benefits under the Company's
Supplemental Key Executive Retirement Plan will be calculated as if (i) Mr.
Latta had completed 25 years of service, (ii) between the date of the Latta
Amendment and February 19, 2008, his base salary had continued at the rate
in effect at January 1, 2005 and (iii) for each fiscal year through
February 19, 2008, Mr. Latta had received an annual bonus equal to the
annual target amount for Mr. Latta for fiscal year 2005. Mr. Latta will
also receive certain consulting services and reimbursement for legal fees
incurred by him in connection with the Latta Amendment.
The Latta Amendment provides that Mr. Latta will no longer serve as a
director of the Company but will hold the honorary position of Director
Emeritus of the Company.
Mr. Latta has agreed to certain non-compete and confidentiality provisions
in connection with the Latta Amendment.
ITEM 7.01 REGULATION FD DISCLOSURE
On September 20, 2005, Landauer, Inc. ("LDR") issued a News Release
announcing the election of William E. Saxelby as President, Chief Executive
Officer and Director of Landauer, Inc. and the retirement of Brent A. Latta
from those positions with the Company.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS
(c) Exhibits
10.1 Employment Agreement dated as of September 28, 2005
between the Company and William E. Saxelby.
10.2 Restricted Stock Award Agreement dated as of
September 28, 2005 between the Company and
William E. Saxelby.
10.3 Non-Statutory Stock Option Agreement dated as of
September 28, 2005 between the Company and
William E. Saxelby.
10.4 Amendment to Employment Agreement dated as of
September 27, 2005 between the Company and
Brent A. Latta.
99.1 News Release, dated September 20, 2005.
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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.
Dated: September 21, 2005
LANDAUER, INC.
By: /s/ James M. O'Connell
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Name: James M. O'Connell
Title: Vice President, Finance,
Treasurer and Secretary
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EXHIBIT INDEX
Exhibit Description
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10.1 Employment Agreement dated as of September 28, 2005 between the
Company and William E. Saxelby.
10.2 Restricted Stock Award Agreement dated as of September 28, 2005
between the Company and William E. Saxelby.
10.3 Non-Statutory Stock Option Agreement dated as of September 28,
2005 between the Company and William E. Saxelby.
10.4 Amendment to Employment Agreement dated as of September 27,
2005 between the Company and Brent A. Latta.
99.1 News Release, dated September 20, 2005.
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