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 8, 2006
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.
See the discussion set forth under Item 5.02 below, which discussion
is incorporated into this Item 1.01 by reference.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS;
ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
(b) On September 14, 2006, Landauer, Inc. ("LDR") announced that
James M. O'Connell will cease serving as LDR's Chief Financial Officer,
effective October 16, 2006. Mr. O'Connell intends to retire from LDR.
(c)(1) On September 14, 2006, LDR announced that Jonathon M. Singer
will join LDR as its Senior Vice President - Treasurer, Secretary and Chief
Financial Officer, effective October 16, 2006.
(2) Mr. Singer, age 42, served as Vice President Global Finance,
Chief Financial Officer for the Medical segment of Teleflex Incorporated, a
diversified industrial company, since 2005. Previously he served as Vice
President, Strategy and Business Development for Teleflex's Medical segment
from 2004 until 2005. From 1998 through 2004, he worked in a number of
positions within the Medical Products and Services business segment of
Cardinal Health, Inc., a provider of products and services supporting the
health care industry, and most recently as its Vice President, Strategy and
Business Development.
(3) Pursuant to a letter from LDR addressed to Mr. Singer relating
to employment dated September 8, 2006 (the "Letter Agreement"), Mr.
Singer's initial annual base salary is $250,000, and beginning with LDR's
2007 fiscal year (which begins October 1, 2006), he will have the
opportunity to earn bonuses under LDR's Incentive Compensation Plan for
Executive Officers, with a target incentive bonus opportunity of not less
than 40% of base salary. Mr. Singer will also receive a signing bonus of
$75,000 upon the commencement of his employment, 100% of which must be
repaid to LDR if he resigns within the first year of his employment, and
50% of which must be repaid if he resigns within the second year of his
employment. Mr. Singer will receive a restricted stock award of (i) 850
shares of LDR's common stock, one-half of which will vest on the six-month
anniversary of the commencement of his employment and one-half of which
will vest on the eighteen month anniversary of the commencement of his
employment and (ii) 1,500 shares of LDR's common stock, one-third of which
will vest on each of the first three anniversaries of the commencement of
his employment. He will also be eligible to participate in LDR's 2005
Long-Term Incentive Plan, with a restricted stock grant of LDR's common
stock (or other equity award) valued at not less than $215,000 at the date
of grant to be made upon commencement of employment, which award will vest
over a three-year performance period based on the attainment of certain
performance goals established by LDR's board of directors. If LDR
terminates Mr. Singer's employment without Cause (as defined in the Letter
Agreement), Mr. Singer will be entitled to receive severance pay equal to
nine months of base salary as well as a prorated target bonus for the
fiscal year in which his termination occurs. Mr. Singer will also
participate in LDR's Executive Special Severance Plan and be subject to
LDR's standard non-competition and confidentiality agreement for salaried
employees.
A copy of the Letter Agreement is attached hereto as Exhibit 10.1 to
this Current Report on Form 8-K and is incorporated by reference herein.
The foregoing description of the terms of the Letter Agreement is qualified
in its entirety by reference to the full text of the Letter Agreement.
On September 14, 2006, LDR issued a News Release announcing Mr.
Singer's election by LDR's board of directors. A copy of the News Release
is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated by reference herein.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit
No. Description
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10.1 Letter from Landauer, Inc. to Jonathon M. Singer
relating to employment, dated September 8, 2006
99.1 News Release, dated September 14, 2006
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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.
Date: September 14, 2006 /s/ William E. Saxelby
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William E. Saxelby
President and
Chief Executive Officer
(Principal Executive Officer)
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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10.1 Letter from Landauer, Inc. to Jonathon M. Singer
relating to employment, dated September 8, 2006
99.1 News Release, dated September 14, 2006
4