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): November 9, 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 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On November 9, 2009, Landauer, Inc. completed the acquisition of all
of the issued and outstanding capital stock of Global Physics Solutions,
Inc. ("GPS"). GPS is based in Texas with operations throughout the Midwest
and provides medical physics services to hospitals and radiation therapy
centers.
Pursuant to a stock purchase agreement by and among Landauer, GPS,
the stockholders of GPS and DW Management Services, L.L.C., as the
stockholders representative, Landauer purchased all of the issued and
outstanding shares of preferred stock and common stock of GPS for an
aggregate purchase price of $22 million in cash. This purchase price
includes amounts applied by Landauer at the closing to repay all of the
outstanding indebtedness of GPS and to pay certain costs and expenses
incurred by GPS as a result of the transaction. Landauer also deposited $1
million of the purchase price into an escrow account to be held for a
period of 18 months and applied to the settlement of the GPS stockholders'
indemnification obligations, if any, in connection with the transaction.
ITEM 7.01. REGULATION FD DISCLOSURE
On November 9, 2009, Landauer issued a press release announcing the
GPS and GDM (as described in Item 8.01 below) acquisitions. A copy of such
press release is furnished as Exhibit 99.1 to this Report on Form 8-K.
ITEM 8.01. OTHER EVENTS.
On November 2, 2009, Landauer completed the acquisition of Gammadata
Matteknik AB ("GDM"), a Swedish provider of radon measurement services, for
$6.7 million in cash. GDM is based near Stockholm, Sweden and provides
measurement services throughout the Scandinavian region and Europe.
Landauer previously acquired a dosimetry service in Sweden, now called
Landauer Persondosimetri AB.
SAFE HARBOR STATEMENT
Certain of the information contained herein or in the exhibits
furnished herewith constitute forward-looking statements that are based on
assumptions and involve certain risks and uncertainties. These include the
following, without limitation: assumptions, risks and uncertainties
associated with Landauer's development and introduction of new technologies
in general; continued customer acceptance of Landauer's technology; the
adaptability of optically stimulated luminescence (OSL) technology to new
platforms and formats; the costs associated with Landauer's research and
business development efforts; the usefulness of older technologies; the
effectiveness of changes and upgrades to and costs associated with
Landauer's information systems; the anticipated results of operations of
Landauer and its subsidiaries or joint ventures; valuation of Landauer's
long-lived assets or business units relative to future cash flows; changes
in pricing of products and services; changes in postal and delivery
practices; Landauer's business plans; anticipated revenue and cost growth;
the risks associated with conducting business internationally; costs
incurred for potential acquisitions or similar transactions; the ability of
Landauer to integrate acquired businesses or to achieve the expected
benefits of acquisitions; other anticipated financial events; the effects
of changing economic and competitive conditions; foreign exchange rates;
government regulations; accreditation requirements; changes in the trading
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market that affect the cost of obligations under Landauer's benefit plans;
and pending accounting pronouncements. These assumptions may not
materialize to the extent assumed, and risks and uncertainties may cause
actual results to be different from anticipated results. These risks and
uncertainties also may result in changes to Landauer's business plans and
prospects, and could create the need from time to time to write down the
value of assets or otherwise cause Landauer to incur unanticipated
expenses. You can find more information by reviewing the "Risk Factors"
section in Landauer's Annual Report on Form 10-K for the year ended
September 30, 2008, and other reports filed by Landauer from time to time
with the Securities and Exchange Commission.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit
Number Description
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99.1 Press Release dated November 9, 2009
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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.
November 12, 2009 By: /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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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release dated November 9, 2009
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