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 12, 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 November 12, 2010, Landauer, Inc. (the "Company") executed a third
amendment (the "Third Amendment"), with an effective date of October 31,
2010, to its loan agreement, dated as of October 5, 2007, as amended on
June 17, 2009 and February 12, 2010, among the Company, Global Physics
Solutions, Inc. and U.S. Bank National Association ("U.S. Bank" or the
"Bank"). This Third Amendment, among other items:
. Increased the aggregate amount of funds available to the
Company under its credit facility with U.S. Bank from
$30.0 million to $50.0 million; subject, with respect to
amounts borrowed in excess of $25.0 million, which was
increased in the Third Amendment from the previous amount
of $20.0 million, to a borrowing base test.
. Extended the maturity date to October 31, 2013.
. Modified the manner in which the interest rate on outstanding
amounts would be determined. The Third 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 the Bank's prime rate, the Third Amendment
increased the rate from prime minus 0.28% to prime minus 0.18%.
. Extended the applicable date of the prepayment penalty such
that the penalty would be due if the Company should voluntarily
terminate the facility prior to October 31, 2011.
The foregoing summary of the material terms of the Third Amendment is
qualified in its entirety by the complete text of the Third 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 Third Amendment that is important to you.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
10.1 Third Amendment, effective October 31, 2010, to
Loan Agreement between Landauer, Inc. and
U.S. Bank National Association, dated October 5, 2007,
as amended on June 17, 2009 and February 12, 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.
November 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 Third Amendment, effective October 31, 2010, to
Loan Agreement between Landauer, Inc. and
U.S. Bank National Association, dated October 5, 2007,
as amended on June 17, 2009 and February 12, 2010.
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