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): February 2, 2010
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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 12, 2010, Landauer, Inc. (the "Company") executed a
second amendment (the "Amendment") to its loan agreement, dated as of
October 5, 2007 as amended June 17, 2009, with U.S. Bank National
Association ("U.S. Bank" or the "Bank"). This amendment of the loan
agreement, among other items:
. Added Global Physics Solutions, Inc. as a borrower under
the agreement.
. Extended the maturity date to February 12, 2012.
. Modified the manner in which the interest rate on outstanding
amounts would be determined. The Amendment continues to permit
the Company to elect to pay an annualized interest rate based
on either LIBOR or the Bank's prime rate. For rates that are
based on LIBOR, the Amendment decreased the rate from LIBOR
plus 2.9% to LIBOR plus 2.1%. For rates that are based on the
Bank's prime rate, the Amendment decreased the rate from prime
plus 0.47% to prime minus 0.28%.
. Added a prepayment penalty equal to 1% of the revolving loan
commitment should the Company voluntarily terminate the
facility prior to February 12, 2011.
The foregoing summary of the material terms of the Amendment is
qualified in its entirety by the complete terms and conditions of the
Amendment, which is attached as Exhibit 10.1 hereto and incorporated herein
by reference. The foregoing summary may not contain all of the information
about the Amendment that is important to you.
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On February 2, 2010, Landauer, Inc. issued a Press Release announcing
the financial results for its fiscal 2010 first quarter ended December 31,
2009. A copy of the News Release is furnished as Exhibit 99.1 to this
current report on Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
EXHIBIT
NUMBER DESCRIPTION
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10.1 Second Amendment, dated as of February 12, 2010,
to Loan Agreement between Landauer, Inc. and U.S.
Bank National Association dated as of October 5,
2007, as first amended as of June 17, 2009
99.1 Press Release dated February 2, 2010
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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.
February 17, 2010 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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10.1 Second Amendment, dated as of February 12, 2010, to
Loan Agreement between Landauer, Inc. and U.S. Bank
National Association dated as of October 5, 2007, as
first amended as of June 17, 2009
99.1 Press Release Dated February 2, 2010
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