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): March 25, 2006
LANDAUER, INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware
----------------------------------------------
(State or Other Jurisdiction of Incorporation)
1-9788 06-1218089
------------------------ ------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
2 Science Road, Glenwood, Illinois 60425
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
(708) 755-7000
----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
-------------------------------------------------------------
(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))
1
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 25, 2006, Landauer, Inc. (the "Company" or the "Registrant")
and LaSalle Bank N.A. ("LaSalle" or the "Bank") agreed to the terms of a
second amendment to the Company's existing credit agreement with the Bank
dated April 13, 2004. The second amendment, which is dated as of March 25,
2006, extends the maturity date to March 25, 2007 and increases the minimum
tangible net worth covenant to $22.4 million.
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 first amendment was filed as
Exhibit 10.1 on Form 8-K filed with the Securities and Exchange Commission
on April 6, 2005. The second 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
----------- -----------
10.1 Second Amendment to Credit Agreement,
dated March 25, 2006, 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.
2
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: March 28, 2006 /s/ James M. O'Connell
------------------------------
James M. O'Connell
Vice President, Finance,
Treasurer and Secretary
(Principal Financial and
Accounting Officer)
3
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- ------ -----------
10.1 Second Amendment to Credit Agreement, dated March 25, 2006,
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.
4