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): May 1, 2009
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:
[ ] 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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On May 5, 2009, Landauer, Inc. issued a News Release announcing
its earnings for the second fiscal quarter ended March 31,
2009. A copy of the News Release is furnished as Exhibit 99.1
to this current report on Form 8-K.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS;
ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(e) The Company entered into an Amendment, dated May 1, 2009, to
the Employment Agreement of William E. Saxelby, President and
Chief Executive Officer of the Company. The Company and Mr.
Saxelby are parties to an Employment Agreement dated as of
September 28, 2005. The Employment Agreement provides that if
Mr. Saxelby is employed by the Company on September 28, 2010
(or if his employment terminates prior to that date under
certain circumstances described in the Employment Agreement),
he is entitled to receive a supplemental pension under the
Company's Supplemental Key Executive Retirement Plan (the
"SERP"), calculated as if he had completed 20 years of service
with the Company (the "Supplemental SERP Benefit").
The Company, effective March 31, 2009, amended the SERP with
respect to Mr. Saxelby to provide that the SERP became a
"frozen plan" and that all benefit accruals thereunder ceased
as of such date. The Amendment to Mr. Saxelby's Employment
Agreement provides that the Supplemental SERP Benefit will be
provided under a defined contribution nonqualified deferred
compensation plan maintained by the Company (the "NQ Excess
Plan") instead of under the SERP. To effectuate this, the
Amendment provides that on September 28, 2010 (or an earlier
date if his employment terminates prior to that date under the
circumstances referenced above under which Mr. Saxelby would
have been eligible for the Supplemental SERP Benefit), the
Company shall credit $1,323,684 to Mr. Saxelby's account in the
NQ Excess Plan. This amount reflects the expected then present
value of the Supplemental SERP Benefit. Distribution of the
Supplemental SERP Benefit shall be made in the form of a life
annuity, subject to terms outlined in the Amendment to the
Employment Agreement. The Amendment also provides that Mr.
Saxelby's benefit under the SERP shall be cancelled as of the
date the Company credits the amount described above to Mr.
Saxelby's account in the NQ Excess Plan.
This disclosure is qualified in its entirety by reference to
the complete Amendment to the Employment Agreement filed as
Exhibit 10.1 to this current report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
99.1 News Release, dated May 5, 2009
10.1 Amendment to Employment Agreement dated as of May 1, 2009
between the Company and William E. Saxelby
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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: May 7, 2009 /s/ Jonathon M. Singer
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Jonathon M. Singer
Senior Vice President, Finance,
Secretary, Treasurer, and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
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