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, 2005
Commission File Number 1-9788
LANDAUER, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 06-1218089
(State or other jurisdiction (I.R.S. Employer
of 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 OF $.10 NEW YORK STOCK EXCHANGE
(Title of each class) (Name of exchange on
which registered)
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the Registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [ X ]
Indicate by check mark if the Registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ] No [ X ]
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 [ ]
1
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/A or any amendment to this Form 10-K/A. [ X ]
Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). Yes [ X ] No [ ]
Indicate by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes [ ] No [ X ]
As of March 31, 2006 the aggregate market value of the voting and
nonvoting common equity (based upon the closing price on the New York Stock
Exchange) held by non-affiliates was approximately $450,000,000. The number
of shares of common stock ($.10 par value) outstanding as of July 14, 2006
was 9,085,831.
2
EXPLANATORY NOTE
This amendment to Landauer, Inc.'s Annual Report on Form 10-K for the
fiscal year ended September 30, 2005 is being filed solely to include the
selected information set forth below that was intended to be incorporated
by reference from the Registrant's definitive Proxy Statement filed with
the Commission on May 3, 2006. Information is set forth herein only with
respect to the Items of the Annual Report on Form 10-K being amended or
supplemented.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS
Members of Landauer's Board of Directors are divided into three
classes serving staggered three-year terms, with a total of nine directors
authorized. Brent A. Latta resigned from the Board of Directors during
2005 concurrently with his retirement as Landauer's President and Chief
Executive Officer. William E. Saxelby, who was elected in September 2005
as Landauer's President and Chief Executive Officer, was appointed to fill
the vacancy resulting from Mr. Latta's resignation. Additionally,
Stephen C. Mitchell was appointed to the Board of Directors during 2005.
There is currently one vacancy on the Board of Directors, which the Board
of Directors may fill at a later date.
The following table contains certain information concerning the
directors of the Company.
Expira-
tion
Date of
Current Past Business Experience Director
Name Term and Other Directorships Since
- ---- ------- ------------------------ --------
Robert J.
Cronin (3)
Age - 61 2008 Since November 2005, Chairman and 1997
Chief Executive Officer, York
Label, Inc., a supplier of
pressure-sensitive labels and
related systems. Since 2001,
partner, The Open Approach LLC,
a provider of consulting services
to the printing industry. Until
January 2000, Chairman of the
Board and Chief Executive Officer
of Wallace Computer Services;
previously President, Chief
Executive Officer and director;
now retired. Mr. Cronin joined
Wallace Computer Services in 1967.
Wallace Computer Services is a
provider of information management
products, services and solutions.
Mr. Cronin is also a director of
various privately held corporations.
3
Expira-
tion
Date of
Current Past Business Experience Director
Name Term and Other Directorships Since
- ---- ------- ------------------------ --------
Dr. E. Gail
de Planque
(2,4)
Age - 60 2007 Since 2000, President, Strategy 2001
Matters, Inc., and, since 1998,
Director, Energy Strategists
Consultancy, Ltd., each providing
consulting services to the energy
and nuclear industries. From 1991
to 1995, Dr. de Planque was a
Commissioner with the U.S. Nuclear
Regulatory Commission. In 1967,
she joined the Health and Safety
Laboratory of the U.S. Atomic Energy
Commission (now the Environmental
Measurements Laboratory) where
she served as Director from 1987
to 1991 and as Deputy Director from
1982 to 1987. Dr. de Planque is a
Director of Northeast Utilities,
TXU Corp., BNG America, Inc. and
BHP Billiton.
Dr. Gary D.
Eppen (3,4)
Age - 69 2007 Ralph and Dorothy Keller Distinguished 1992
Service Professor Emeritus of
Operations Management, Graduate
School of Business, The University
of Chicago. From July 1998 to
June 2001 Dr. Eppen was Deputy Dean
of Part-time Programs and Professor
of Industrial Administration.
From 1970 to 1998 he was Professor
of Industrial Administration.
Dr. Eppen is also a director of
Hub Group Inc., Downers Grove,
Illinois, an intermodal transpor-
tation marketing company.
Stephen C.
Mitchell
(1,3,4)
Age - 62 2006 Since 2001, President, Knight Group 2005
LLC, a privately held firm providing
services for the start-up and manage-
ment of new ventures. Since 1995,
Vice Chairman and director, Knight
Facilities Management, Inc., a company
providing outsourcing of facilities
management services for industrial
and commercial clients worldwide.
Until 2001, President, Chief Operating
Officer and director, Lester B. Knight
& Associates, Inc., a company involved
in the planning, design and construction
of advanced technology research and
development and manufacturing
facilities. Mr. Mitchell is also
a director of Apogee Enterprises,
Inc., a manufacturer of glass products
for the automotive, construction
and art framing markets.
4
Expira-
tion
Date of
Current Past Business Experience Director
Name Term and Other Directorships Since
- ---- ------- ------------------------ --------
Richard R.
Risk (2,3)
Age - 59 2008 President and Chief Executive Officer 1997
of Advocate Health Care until April
2002; now retired. Previously
Mr. Risk served as President and CEO
of EHS Health Care (merged with
Advocate Health Care). Advocate
Health Care specializes in health
care management.
William E.
Saxelby
Age - 49 2008 President and Chief Executive of 2005
Landauer, Inc. since September 2005.
Until September 2005, Mr. Saxelby
provided consulting services to
certain private equity firms.
From 1999 to 2003, President and
Chief Executive Officer, Medical
Research Laboratories, Inc., a
manufacturer of portable
defibrillators. From 1996 to 1999,
Corporate Vice President, Allegiance
Healthcare, a spin-off of Baxter
International. From 1978 to 1996,
Mr. Saxelby held executive positions
with Baxter International and
its American Hospital Supply
subsidiary.
Thomas M.
White (1,2)
Age - 48 2006 Since June 2002, Senior Vice 2004
President, Chief Financial Officer
and Treasurer of Hub Group, Inc.,
Downers Grove, Illinois, an
intermodal transportation
marketing company. From 1999 to 2002
Mr. White was Managing Partner-
Business Process Outsourcing and
from 1995 to 1999 was Managing
Partner of the Kansas City and
Omaha offices of Arthur Andersen
LLP. From 1979 to 1995 held
various audit related positions
with Andersen. Mr. White is a CPA
and a member of the American
Institute of Certified Public
Accountants. Mr. White is a
director of FTD Group, Inc., a
provider of floral-related products
and services to consumers and
retail floral locations in the
U.S.
5
Expira-
tion
Date of
Current Past Business Experience Director
Name Term and Other Directorships Since
- ---- ------- ------------------------ --------
Michael D.
Winfield (1,4)
Age - 66 2007 Director of UOP LLC until January 2003, 1994
a general partnership of Honeywell
International, Inc. and Dow Chemical
Company, engaged in the licensing
of technologies to the oil refining
and petrochemical industries.
Mr. Winfield was President and
Chief Executive Officer of UOP from
February 1992 to January 2001,
and a Vice President from 1983
to 1992. He is also a director
of Metallurg, Inc., a leading
supplier of additives to the
metals industry.
Member of the (1) Audit Committee, (2) Compensation Committee, (3)
Governance and Nominating Committee, (4) Technology Committee.
EXECUTIVE OFFICERS
The executive officers of the Company are as follows:
NAME OF OFFICER AGE POSITION
William E. Saxelby 49 President and Chief Executive Officer
James M. O'Connell 59 Vice President, Finance, Treasurer,
Secretary, and Chief Financial Officer
R. Craig Yoder 53 Senior Vice President, Marketing
and Technology
Robert M. Greaney 53 Vice President, Operations
Richard E. Bailey 59 Senior Vice President, Operations
Mr. Saxelby joined the Company in September 2005 as President and
Chief Executive Officer. Previously, he served as Chief Executive Officer
of Medical Research Laboratories, a manufacturer of defibrillators, prior
to its sale to Welch Allyn in 2003, and consulted with certain private
equity firms between 2003 and 2005. Prior to joining Medical Research
Laboratories, he served as a Corporate Vice President of Allegiance
Healthcare from 1996 to 1999, and from 1978 to 1996 he held executive
positions at Baxter International and its American Hospital Supply
subsidiary.
Mr. O'Connell, prior to joining the Company in September 1990, served
in various financial capacities in the telecommunications, manufacturing
and financial services industries.
Dr. Yoder was elected to his position after serving as the Company's
Vice President of Operations since 1994 and Technology Manager since
joining in 1983. Prior to joining the Company, he was a member of the
senior technical staff at Pennsylvania Power and Light, and at Battelle
Pacific Northwest Laboratory.
Mr. Greaney was elected to his position in February 2001. He has held
positions of increasing responsibility involving operations and project
management since joining the Company in 1973.
6
Mr. Bailey was elected to his position in May 2006. Prior to joining
the Company, he was President and Chief Operating Officer of Dean Foods
Company and held senior executive positions with Philip Morris Company,
Kraft Foods, Inc., and Total Logistic Control.
There are no family relationships between any director or executive
officer and any other director or executive officer of the Company.
AUDIT COMMITTEE
The Audit Committee assists the Board of Directors in fulfilling its
oversight responsibilities with respect to financial reports and other
financial information and recommends the appointment of independent public
accountants to the Board of Directors. The Audit Committee is comprised of
Thomas M. White - Chairman, Michael D. Winfield and Stephen C. Mitchell.
The Company has determined that Thomas M. White qualifies as an "audit
committee financial expert" as defined in Item 401(h) of Regulation S-K,
and that he is "independent" as the term is used in Item 7(d)(3)(iv) of
Schedule 14A under the Securities Exchange Act.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires
Landauer's officers and directors and persons who beneficially own more
than ten percent of Landauer's Common Stock ("Reporting Persons") to file
reports of beneficial ownership and changes in such ownership with the
Securities and Exchange Commission ("SEC"). Reporting Persons are required
by SEC regulation to furnish Landauer with copies of all Section 16(a)
reports they file and Landauer is required to post such reports on its
website, http://www.landauerinc.com.
Based solely on a review of the Form 3, 4 and 5 filings received
from, or filed by Landauer on behalf of, Reporting Persons since the
beginning of fiscal year 2005, Landauer is not aware of any failure to file
on a timely basis any Form 3, 4 or 5 during fiscal year 2005.
CODE OF ETHICS
The Board of Directors has adopted Governance and Nominating
Standards, a Code of Business Ethics applicable to all employees and a Code
of Conduct for Senior Financial Executives applicable to the principal
executive, financial and accounting officers of the Company. Copies of
each of these documents are available on the Company's website at
http://www.landauerinc.com and printed copies are available from the
Company on request. The Company intends to post on its website any
amendments to, or waivers from, its Code of Business Ethics or Code of
Conduct for Senior Financial Executives applicable to such senior officers.
7
ITEM 11. EXECUTIVE COMPENSATION
Except for the information referred to in Item 402(a)(8) of
Regulation S-K, information concerning executive and director compensation
is as follows.
SUMMARY COMPENSATION TABLE
The following summary compensation table sets forth the compensation
for services to Landauer for the last three fiscal years of the persons who
served as President and Chief Executive Officer during the last fiscal year
and other executive officers whose salary and bonus exceeded $100,000 in
the last fiscal year (the "Named Executive Officers").
Long-Term
Annual Compensation
Compensation Awards (1)
----------------- ------------------
Securi-
ties All
Restricted Under- Other
Stock lying Compen-
Name and Fiscal Salary Bonus Awards Options sation
Principal Position Year ($) ($) ($) (#) ($)(2)
- ------------------- ------ -------- -------- ---------- ------- ----------
William E. Saxelby
(3)
President &
Chief Executive
Officer 2005 $ -- $ -- $170,380 50,000 $ --
James M. O'Connell
Vice President,
Treasurer,
Secretary & 2005 $201,900 $ 75,200 $ -- 14,000 $ 1,150
Chief Financial 2004 197,925 75,600 -- 14,000 1,150
Officer 2003 191,750 -- -- 7,000 1,150
R. Craig Yoder
Senior Vice
President - 2005 $217,400 $ 80,900 $ -- 16,000 $ 1,150
Marketing & 2004 213,150 81,400 -- 16,000 1,150
Technology 2003 207,500 -- -- 8,000 1,150
Robert M. Greaney 2005 $159,425 $ 59,300 $ -- 12,000 $ 1,150
Vice President - 2004 156,325 59,700 -- 12,000 1,150
Operations 2003 152,500 -- -- 6,000 1,150
Brent A. Latta
(4)
President &
Chief Executive 2005 $320,925 $121,000 $ -- 25,000 $1,258,429
Officer 2004 314,650 150,200 -- 25,000 1,150
(Retired) 2003 306,250 -- -- 50,000 1,150
(1) There were no long-term incentive payouts for any of the executive
officers for the last three fiscal years.
(2) Represents the Company's contribution to its 401(K) plan on behalf
of each of these employees.
8
(3) Mr. Saxelby was elected President and Chief Executive Officer of
Landauer effective September 28, 2005. Mr. Saxelby received no
salary or bonus from Landauer in fiscal 2005.
(4) Mr. Latta retired as President and Chief Executive Officer of
Landauer effective September 27, 2005. "All Other Compensation"
for fiscal 2005 includes payments and obligations pursuant to the
terms of his amended employment agreement.
OPTIONS GRANTED IN LAST FISCAL YEAR
Information regarding stock options granted during the last fiscal
year to Landauer's Named Executive Officers is shown below.
% of Potential Realizable
No. of Total Value at Assumed
Shares Options Annual Rates of
Under- Granted Stock Price
lying to Exercise Appreciation for
Options Employees Price Expir- Option Term (3)
Granted in Fiscal ($/share) ation ----------------------
Name (#)(1) Year (2) Date 5% ($) 10% ($)
- ---- ------- --------- --------- ------ ---------- ----------
William E.
Saxelby 50,000 20.7% $ 48.68 (4) $1,530,730 $3,879,169
James M.
O'Connell 14,000 5.8% 46.80 (5) 412,052 1,016,360
R. Craig
Yoder 16,000 6.6% 46.80 (5) 470,932 1,161,554
Robert M.
Greaney 12,000 5.0% 46.80 (5) 353,199 871,165
Brent A.
Latta
(Retired) 25,000 10.4% 46.80 (5) 735,831 1,814,927
(1) The option grant for Mr. Saxelby became exercisable in full on
September 28, 2005. The option grant for the other Named Executive
Officers became exercisable in full on December 3, 2004. Shares
received upon exercise of any of the option grants may not be sold
prior to the third anniversary of the date of grant.
(2) The exercise price is the fair market value on the date of grant.
(3) Potential realizable value is calculated based on an assumption that
the price of Landauer's Common Stock appreciates at the annual rate
shown, compounded annually, from the date of grant of the option
until the expiration date of the option. The value is net of the
exercise price but is not adjusted for the taxes that are due upon
exercise. The 5% and 10% assumed rates of appreciation are required
by the rules of the Securities and Exchange Commission and do not
represent Landauer's estimate of future price. Actual gains, if any,
upon the exercise of these options will depend on the actual
performance of the Common Stock.
(4) September 28, 2015.
(5) December 3, 2014
9
AGGREGATED OPTION EXERCISES IN LAST YEAR AND FISCAL YEAR-END OPTION VALUES
Information regarding the exercise of stock options during the last
fiscal year and the holdings of unexercised stock options at September 30,
2005 by Landauer's Named Executive Officers is shown below.
Number of
Shares Value of
Underlying Unexercised
Unexercised In-the-Money
Options Held at Options at
Shares September 30, September 30,
Acquired 2005 (#) 2005 ($) (1)
on Value ---------------- -------------------
Exercise Realized Exer- Unexer- Exer- Unexer-
Name (#) ($) cisable cisable cisable cisable
- ---- -------- -------- ------- ------- -------- --------
William E.
Saxelby -- $ -- 50,000 -- $ 16,000 $ --
James M.
O'Connell -- -- 31,500 3,500 212,870 50,750
R. Craig
Yoder 3,468 180,343 56,000 4,000 694,520 58,000
Robert M.
Greaney -- -- 27,000 3,000 182,460 43,500
Brent A.
Latta
(Retired) 13,648 662,676 25,000 -- 55,000 --
(1) Aggregate market value on September 30, 2005 less aggregate exercise
price.
EXECUTIVE EMPLOYMENT AGREEMENTS AND RETIREMENT PLANS
EMPLOYMENT AND COMPENSATION AGREEMENTS. Landauer has entered into
employment agreements with each of the Named Executive Officers for their
employment in their respective capacities indefinitely. The agreements
provide that, in the event of termination of employment under certain
circumstances by Landauer other than for cause, death, disability or
voluntary termination, or by the executive for good reason (which includes
a good faith determination by the executive that he believes that he will
not be able to effectively discharge his duties or where Landauer fails to
obtain an assumption in writing of its obligations under the agreement by a
successor, as defined) the executive will become entitled to continuation
(a lump sum payment in the case of Mr. Saxelby) of base salary and average
bonuses determined in accordance with the agreement for a period ranging
from twelve to twenty-four months and certain other benefits. The amounts
otherwise payable to the executive will be offset by any compensation
earned by the executive from employment with a new employer during such
severance period but will not be reduced below an amount equal to six
month's base salary and average bonuses, except in the case of Mr. Saxelby
where there is no provision for offset. The benefits payable to Messrs.
Saxelby and O'Connell, Dr. Yoder, and Mr. Greaney under these agreements,
if their employment had been terminated as of September 30, 2005, would
have had an estimated value of approximately $1,050,000, $382,000, $411,000
and $201,000, respectively.
10
The terms of Mr. Latta's employment agreement were amended at the
time of his retirement. This amendment provided for (i) a lump sum payment
for future salary and incentive compensation in the amount of $1,207,279,
(ii) enhancement in the amount of retirement benefits that Mr. Latta is
entitled to receive at age 65 such that he will be credited with 25 years
of service and (iii) certain expense reimbursements in the amount of
$50,000.
EXECUTIVE SPECIAL SEVERANCE PLAN. On May 22, 2002, Landauer adopted
the Landauer, Inc. Executive Special Severance Plan (the "Severance Plan")
in which certain of Landauer's executives, including Messrs. Saxelby and
O'Connell, Dr. Yoder and Mr. Greaney, participate. Under the Severance
Plan, if (i) the executive's employment is terminated involuntarily without
cause or is terminated by the executive for good reason (as defined in the
plan) within two years following a change in control, or (ii) the executive
elects to terminate employment for any reason during the 30-day period
immediately following the one-year anniversary of a change in control, the
executive will receive a lump sum payment equal to three times (in the case
of Mr. Saxelby) or two times (in the case of the other Named Executive
Officers) the sum of: (i) the highest annual rate of the executive's base
salary during the 12-month period immediately prior to his termination and
(ii) the greater of the executive's target annual bonus and the average
annual bonus received during the three fiscal years prior to termination.
In addition, the terminated executive will become fully vested in his
accrued benefit under the supplemental key executive retirement plan
(described below) and will receive a lump sum payment equal to the
actuarial equivalent of his accrued benefit under that plan. The
terminated executive also will receive continued medical, dental and life
insurance coverage and outplacement services for up to three years (in the
case of Mr. Saxelby) or up to two years (in the case of the other Named
Executive Officers). The Severance Plan conditions receipt of the
foregoing severance payments and benefits upon the executive entering into
a noncompetition/nonsolicitation agreement and executing a general release
of claims against Landauer and its affiliates.
Additionally, the Severance Plan provides that, immediately upon a
change in control, all of the executive's outstanding stock options and
other equity awards become exercisable, or vested, in full, and any
outstanding stock options will remain exercisable until the earlier of the
first anniversary of the executive's termination of employment and the
original expiration date of the option.
The Severance Plan also provides that if any payment made under the
Severance Plan or otherwise to a covered executive would be subject to the
excise tax imposed under Section 4999 of the Internal Revenue Code,
Landauer will make an additional payment to the executive such that the
executive receives a net amount equal to the amount he would have received
if Section 4999 did not apply; provided, however, if the net-after tax
benefit to the executive would not exceed by at least 10% the net after-tax
proceeds without such additional payment and with a reduction of the
benefits to an amount such that no excise tax is payable, Landauer will not
make the additional payment and the executive's benefits will be reduced to
such amount.
For purposes of the Severance Plan, a "change in control" generally
means (i) certain acquisitions of 30% or more of the then outstanding
shares of Common Stock, (ii) a change in the Board of Directors resulting
in the incumbent directors ceasing to constitute at least a majority of the
Board of Directors, (iii) the consummation of a reorganization, merger or
consolidation or sale or disposition of all or substantially all of the
assets of Landauer (unless, among other conditions, Landauer's stockholders
receive more than 60% of the stock of the resulting company) or (iv) the
consummation of a liquidation or dissolution of Landauer.
11
RETIREMENT PLAN AND SUPPLEMENTAL RETIREMENT PLAN. Messrs. Saxelby
and O'Connell, Dr. Yoder, and Mr. Greaney participate in Landauer's
retirement plan, a defined benefit plan under which benefits are based upon
the average of the annual rates of compensation in effect as of October 1
of each year for the period of five consecutive years which produces the
highest such average and also based on years of service as set forth below.
U.S. tax law places limitations on the annual compensation eligible for
benefit consideration and on the aggregate annual amount payable to an
individual under qualified retirement plans.
Messrs. Saxelby and O'Connell, Dr. Yoder, and Mr. Greaney also
participate in Landauer's supplemental key executive retirement plan, under
which a participant is entitled to such payments during his life after
retirement at age 65 as may be necessary, when added to his benefits under
other company-funded retirement or profit sharing plans, to provide a
minimum annual benefit equal to 50% of his highest five-year average
compensation (including incentive compensation) or final year compensation
(including five-year average incentive compensation), whichever is greater.
Such payments continue to a participant's spouse after the participant's
death, but at a percentage of 25%. Benefits are reduced by 2% (1% for
surviving spouses) for each year of service less than 25 years. Pursuant
to the terms of his employment agreement, Mr. Saxelby's benefit accrues at
a rate such that after the first five years of employment (or in the event
of his earlier termination by Landauer without cause or following a change
in control) he will be credited with 20 years of service, subject to
certain limitations.
The following table sets forth information concerning the combined
annual benefits payable pursuant to the retirement plan on a straight-life
annuity basis and the supplemental retirement plan on a 50% joint-and-
survivor basis upon retirement at age 65 for specified compensation levels
(assuming continuation of 2005 fiscal year compensation, as defined) and
years of service classifications. Benefits under the retirement plan are
computed solely on the base salary of participants. Benefits under the
supplemental key executive retirement plan are inclusive of incentive
compensation. Benefits under the retirement plan that are reduced on
account of Social Security entitlement on the basis of the Internal Revenue
Service permitted disparity rules may be reinstated under the supplemental
retirement plan.
PENSION PLAN TABLE
Earnings
on Which
Combined Estimated Combined Annual Pension Based on
Retirement Years of Service Indicated
Benefits ---------------------------------------------------
are Based 20 years 25 years 30 years 35 years 40 years
- ---------- -------- -------- -------- -------- --------
$200,000 $ 80,000 $100,000 $100,000 $109,500 $127,000
250,000 100,000 125,000 125,000 125,000 134,000
300,000 120,000 150,000 150,000 150,000 150,000
350,000 140,000 175,000 175,000 175,000 175,000
400,000 160,000 200,000 200,000 200,000 200,000
450,000 180,000 225,000 225,000 225,000 225,000
500,000 200,000 250,000 250,000 250,000 250,000
550,000 220,000 275,000 275,000 275,000 275,000
Credited years of service at September 30, 2005 were none for Mr.
Saxelby, 15 for Mr. O'Connell, 22 for Dr. Yoder and 29 for Mr. Greaney.
Credited years of service at age 65 would be 20 for Mr. Saxelby, 22 for Mr.
O'Connell, 35 for Dr. Yoder and 42 for Mr. Greaney. Mr. Latta retired from
Landauer effective September 27, 2005. At age 65, Mr. Latta will be
credited with 25 years of service.
12
COMPENSATION OF DIRECTORS
During fiscal 2005, all directors (except Mr. Saxelby) were paid an
annual retainer in the amount of $30,000 each. Additionally, the Board and
Committee chairs were each paid an annual retainer in the amount of $4,000,
and members were paid a fee in the amount of $1,000 per Board or Committee
meeting attended. Additionally, Mr. Cronin was paid $12,000 for twelve
meetings with advisors and candidates related to the succession process.
Such fees are paid quarterly. Landauer maintains a long-term incentive
plan, established in 2005 and approved by shareholders, under which non-
employee directors receive annual grants of restricted stock or restricted
stock units. In February 2005, eligible directors were each awarded grants
of 700 restricted shares of Common Stock that vest in full on the third
anniversary of the award or the date of the third succeeding annual meeting
of stockholders, whichever is earlier. Eligible directors who are
appointed to the Board at other than the annual meeting date are granted a
prorated award. The Company established a stock option plan for its non-
employee directors in 1997 that provided for the automatic grant of options
on the date when a person begins to serve as a non-employee director to
purchase 1,500 shares of Common Stock at the fair market value on the date
of grant, which options vest ratably over three years. Additionally, the
plan provided for the automatic grant of options to each non-employee
director on the date of each annual meeting to purchase 1,500 shares of
Common Stock at the fair market value on the date of grant, which options
vest ratably over three years. Awards under the 1997 plan terminated upon
the approval of the long-term incentive plan by shareholders at the
February 2005 annual meeting.
Landauer formerly maintained a directors' retirement plan that
provides certain retirement benefits for non-employee directors. This plan
was terminated in January 1997. Benefits accrued under the retirement plan
are frozen and will be payable to directors at age 70 after their
retirement. As of September 30, 2005, the aggregate liability for these
benefits amounted to $267,000, which has been accrued in the financial
statements.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of September 30, 2005
regarding the number of shares of Common Stock that may be issued under
Landauer's equity compensation plans. All equity compensation plans have
been approved by Landauer's stockholders.
(a) (b) (c)
--------------- ---------------- ----------------
Number of
securities
Number of remaining
securities available for
to be Weighted- future issuance
issued upon average exercise under equity
exercise of price of compensation
outstanding outstanding plans (excluding
options, options, securities
warrants warrants and reflected in
Plan category and rights rights column (a))
- ------------- ----------- ---------------- ----------------
Equity compensation
plans approved
by security holders 533,875 $ 40.87 437,775
Equity compensation
plans not approved
by security holders -- -- --
------- ------- -------
Total 533,875 $ 40.87 437,775
13
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table provides information as of December 16, 2005
concerning beneficial ownership of Common Stock by each person known by
Landauer to own beneficially more than 5% of the outstanding shares of
Common Stock, each director, each director nominee, each executive officer
named under the caption "Executive Compensation" and all directors and
executive officers as a group. Unless otherwise noted, the listed persons
have sole voting and dispositive powers with respect to shares held in
their names, subject to community property laws, if applicable.
NUMBER BENE- PERCENT
NAME OF BENEFICIAL OWNER FICIALLY OWNED OF CLASS
- ------------------------ -------------- --------
T. Rowe Price Associates 887,100 (1) 9.8%
Eaton Vance Management 601,931 (2) 6.6%
NFJ Investment Group L.P. 589,150 (3) 6.5%
Royce & Associates, LLC 551,400 (4) 6.1%
Robert J. Cronin 12,200 (5) *
Dr. E. Gail de Planque 5,150 (6) *
Dr. Gary D. Eppen 8,981 (7) *
Stephen C. Mitchell 525 *
Richard R. Risk 11,100 (5) *
Thomas M. White 1,200 (8) *
Michael D. Winfield 9,799 (5) *
William E. Saxelby 53,500 (9) *
Robert M. Greaney 41,906 (10) *
James M. O'Connell 55,592 (11) *
Dr. R. Craig Yoder 84,379 (12) *
All directors and
executive officers
as a group (11 persons) 284,332 (13) 3.1%
__________
* Less than one percent.
(1) As reported in a statement on Schedule 13G filed with the
Securities and Exchange Commission on February 14, 2005.
Includes 556,600 shares owned by the T. Rowe Price Small Cap
Value Fund, Inc. T. Rowe Price Associates expressly disclaims
that it is the beneficial owner of such securities. This
stockholder's address is 100 East Pratt Street, Baltimore, MD 21201.
(2) As reported in a statement on Schedule 13G filed with the
Securities and Exchange Commission on February 14, 2005. This
stockholder's address is 255 State Street, Boston, MA 02109.
(3) As reported in a statement on Schedule 13G filed with the
Securities and Exchange Commission on February 7, 2005. This
stockholder's address is 2121 San Jacinto Street, Dallas, TX 75201.
(4) As reported in a statement on Schedule 13G filed with the
Securities and Exchange Commission on January 31, 2005. This
stockholder's address is 1414 Avenue of the Americas, New York,
NY 10019.
(5) Includes 8,500 shares subject to options exercisable within
60 days after December 16, 2005.
(6) Includes 4,000 shares subject to options exercisable within
60 days after December 16, 2005.
(7) Includes 3,500 shares subject to options exercisable within
60 days after December 16, 2005.
14
(8) Includes 500 shares subject to options exercisable within
60 days after December 16, 2005.
(9) Includes 50,000 shares subject to options exercisable within
60 days after December 16, 2005.
(10) Includes 28,500 shares subject to options exercisable within
60 days after December 16, 2005.
(11) Includes 33,250 shares subject to options exercisable within
60 days after December 16, 2005.
(12) Includes 58,000 shares subject to options exercisable within
60 days after December 16, 2005.
(13) Includes 203,250 shares subject to options exercisable within
60 days after December 16, 2005.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except for the information relating to Item 11 hereof, the Company
has no relationships or transactions with management, directors, or others
specified in Item 404 of Regulation S-K.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
AUDIT FEES. PricewaterhouseCoopers LLP billed fees to the Company of
approximately $643,764 with respect to fiscal 2005 and approximately
$238,550 with respect to fiscal 2004 for professional services rendered for
the audit of the Company's annual financial statements and reviews of the
interim financial statements included in the Company's Quarterly Reports on
Form 10-Q filed during those fiscal years.
AUDIT-RELATED FEES. PricewaterhouseCoopers LLP billed approximately
$16,100 to the Company with respect to fiscal 2004 that were reasonably
related to the performance of the audit or review of the Company's
financial statements and are not included in "Audit Fees" above. These
services included advice on generally accepted accounting principles,
application of new accounting pronouncements, and addressing financial
statement matters at subsidiary companies.
TAX FEES. PricewaterhouseCoopers LLP billed fees to the Company of
approximately $60,000 with respect to fiscal 2005 and approximately
$105,237 with respect to fiscal 2004 for professional services rendered by
PricewaterhouseCoopers LLP for tax compliance, tax advice and tax planning
for the Company and certain of its subsidiaries. These services included
preparation of income tax returns, determination of estimated tax payments,
and advice related to sales and use tax and other tax matters.
ALL OTHER FEES. No other fees were billed to the Company by
PricewaterhouseCoopers LLP for fiscal 2005 and 2004.
As provided in the Sarbanes-Oxley Act of 2002, all audit and non-
audit services provided after May 6, 2003 by the Company's principal
accountants must be pre-approved by the Audit Committee. Accordingly,
policies and procedures were established whereby the Committee approves
performance of all audit and non-audit services in advance. Based in part
on consideration of the non-audit services provided by
PricewaterhouseCoopers LLP during fiscal 2005 and 2004, the Committee
determined that such non-audit services were compatible with maintaining
the independence of PricewaterhouseCoopers LLP. Since May 6, 2003, the
Committee approved 100% of the services described above. The Company
believes that none of the time expended on PricewaterhouseCoopers LLP's
engagement to audit the Company's financial statements for fiscal 2005 and
fiscal 2004 was attributable to work performed by persons other than
PricewaterhouseCoopers LLP's full-time, permanent employees.
15
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this report:
(3) Exhibits - The following exhibits:
31.1 Certification of William E. Saxelby, President and
Chief Executive Officer, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 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 2002 filed herewith.
32.1 Certification of William E. Saxelby, 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 2002 furnished herewith.
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 2002
furnished herewith.
16
SIGNATURES
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
------------------------------
James M. O'Connell
Vice President, Finance,
Treasurer and Secretary
(Principal Financial and
Accounting Officer)
July 19, 2006
17
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- ------ -----------
31.1 Certification of William E. Saxelby, President and
Chief Executive Officer
31.2 Certification of James M. O'Connell, Chief Financial Officer
32.1 Certification of William E. Saxelby, President and
Chief Executive Officer
32.2 Certification of James M. O'Connell, Chief Financial Officer
18