-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CtDpbo7bBk6OAwIJ/6WiWfSs1mewFnvbfZ3DJisHJxWPAm2zjoplT/FCwmLSJDKT bK8jIkkkJf0e9hlVnv4+/w== 0000892626-05-000020.txt : 20050131 0000892626-05-000020.hdr.sgml : 20050131 20050131111037 ACCESSION NUMBER: 0000892626-05-000020 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040930 FILED AS OF DATE: 20050131 DATE AS OF CHANGE: 20050131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LANDAUER INC CENTRAL INDEX KEY: 0000825410 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 061218089 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09788 FILM NUMBER: 05560301 BUSINESS ADDRESS: STREET 1: TWO SCIENCE RD CITY: GLENWOOD STATE: IL ZIP: 60425 BUSINESS PHONE: 7087557000 MAIL ADDRESS: STREET 1: 2 SCIENCE ROAD CITY: GLENWOOD STATE: IL ZIP: 60425 FORMER COMPANY: FORMER CONFORMED NAME: TECH OPS LANDAUER INC DATE OF NAME CHANGE: 19910521 10-K/A 1 ldr_6126.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A (Amendment No. 1) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2004 Commission File Number 1-9788 LANDAUER, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 06-1218089 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 2 SCIENCE ROAD, GLENWOOD, ILLINOIS 60425 (Address of Principal Executive Offices and Zip Code) Registrant's telephone number, including area code: (708) 755-7000 Securities registered pursuant to Section 12(b) of the Act: COMMON STOCK WITH PAR VALUE $.10 NEW YORK STOCK EXCHANGE (Title of Each Class) (Name of Exchange On Which Registered) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [ ] No [ X ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [ X ] No [ ] As of March 31, 2004, the aggregate market value of the voting and non-voting common equities (based upon the closing price on the New York Stock Exchange) held by non-affiliates was approximately $370,000,000. The number of shares of common stock ($.10 per value) outstanding as of December 10, 2004 was 8,949,123. PART II Explanatory Note: This amendment to Landauer, Inc.'s Annual Report on Form 10-K for the fiscal year ended September 30, 2004 is being filed solely to include selected financial information that was inadvertently omitted from the original filing. ITEM 6. SELECTED FINANCIAL DATA. SIX YEAR SELECTED FINANCIAL DATA LANDAUER, INC. AND SUBSIDIARIES For the (Dollars in Thousands Except Per Share Data) years ended September 30, 1999 2000 2001 2002 2003 2004 ------- ------- ------- ------- ------- ------- OPERATING RESULTS Net revenues. . . . . $43,800 $47,174 $53,028 $58,608 $64,818 $69,809 Operating income. . . 14,756 19,316 21,874 24,399 23,857 27,720 Net income. . . . . . 9,489 12,762 14,324 16,180 15,019 17,770 As a percent of net revenues. . . . 21.7% 27.1% 27.0% 27.6% 23.2% 25.5% Diluted net income per share . . . . . $ 1.09 $ 1.47 $ 1.64 $ 1.83 $ 1.69 $ 1.98 Cash dividends per share . . . . . $ 1.40 $ 1.40 $ 1.40 $ 1.40 $1.50 $ 1.60 Total assets. . . . . $44,624 $47,061 $50,550 $60,257 $64,515 $77,518 PART III ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. (a) 3. LIST OF EXHIBITS (3)(a) Certificate of Incorporation of the Registrant, as amended through February 4, 1993, is incorporated by reference to the Annual Report on Form 10-K for the fiscal year ended September 30, 1993. (3)(b) By-laws of the Registrant are incorporated by reference to Exhibit (3)(b) to the Annual Report on Form 10-K for the fiscal year ended September 30, 1992. (4)(a) Specimen stock certificate of the Registrant is incorporated by reference to Exhibit (4)(a) to the Annual Report on Form 10-K for the fiscal year ended September 30, 1997. (10)(a) Landauer, Inc. 1996 Equity Plan, as amended and restated through November 8, 2001, is incorporated by reference to Exhibit (10)(a) to the Annual Report on Form 10-K for the fiscal year ended September 30, 2002. 1 (10)(b) Liability Assumption and Sharing Agreement among Tech/Ops, Inc., Tech/Ops Sevcon, Inc., and the Registrant is incorporated by reference to Exhibit (10)(d) to the Annual Report on Form 10-K for the fiscal year ended September 30, 1993. (10)(c) Form of Indemnification Agreement between the Registrant and each of its directors is incorporated by reference to Exhibit (10)(e) to the Annual Report on Form 10-K for the fiscal year ended September 30, 1993. (10)(d) Landauer, Inc.'s Directors' Retirement Plan dated March 21, 1990, is incorporated by reference to Exhibit (10)(f) to the Annual Report on Form 10-K for the fiscal year ended September 30, 1996. (10)(e) Form of Supplemental Key Executive Retirement Plan of Landauer, Inc., as amended and restated effective October 1, 2003, is incorporated by reference to Exhibit (10)(e) to the Annual Report on Form 10-K for the fiscal year ended September 30, 2003. (10)(f) Landauer, Inc. Incentive Compensation Plan for Executive Officers is incorporated by reference to Exhibit (10)(h) to the Annual Report on Form 10-K for the fiscal year ended September 30, 2000. (10)(g) Landauer, Inc. 1997 Non-Employee Director's Stock Option Plan, as amended and restated through November 8, 2002, is incorporated by reference to Exhibit (10)(g) to the Annual Report on Form 10-K for the fiscal year ended September 30, 2003. (10)(h) Employment Agreements dated February 29, 1996 between the Registrant and Brent A. Latta, James M. O'Connell and R. Craig Yoder are incorporated by reference to the Annual Report on Form 10-K for the fiscal year ended September 30, 1998. (10)(i) Employment Agreements dated November 9, 2002 between the Registrant and Robert M. Greaney are incorporated by reference to Exhibit (10)(i) to the Annual Report on Form 10-K for the fiscal year ended September 30, 2003. (10)(j) Landauer, Inc. Executive Special Severance Plan dated May 22, 2003 is incorporated by reference to Exhibit (10)(j) to the Annual Report on Form 10-K for the fiscal year ended September 30, 2003. (10)(k) Credit Agreement between Landauer, Inc. and LaSalle Bank N.A. is incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2004. (10)(l)* Form of stock option award pursuant to the Landauer, Inc. 1996 Equity Plan. (21) Subsidiaries of the Registrant are: . Beijing-Landauer, Ltd. (70%), Beijing, P.R. China . HomeBuyer's Preferred, Inc. (100%), 2 Science Road, Glenwood, Illinois 60425-1586 . Nagase-Landauer, Ltd. (50%), Tokyo, Japan 2 . SAPRA-Landauer, Ltda. (75%), Sao Carlos - SP - Brazil . LCIE-Landauer, Ltd. and subsidiary (100%), Paris, France and Oxford, United Kingdom (31.1) Certification of Brent A. Latta, President and Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003 filed herewith. (31.2) Certification of James M. O'Connell, Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003 filed herewith. (32.1)* Certification of Brent A. Latta, President and Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2003. (32.2)* Certification of James M. O'Connell, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2003. * Previously filed. 3 SIGNATURES OF REGISTRANT Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. LANDAUER, INC. By: /s/ James M. O'Connell ------------------------------ Name: James M. O'Connell Title: Chief Financial Officer Date: January 31, 2005 4 EXHIBIT INDEX (3)(a) Certificate of Incorporation of the Registrant, as amended through February 4, 1993, is incorporated by reference to the Annual Report on Form 10-K for the fiscal year ended September 30, 1993. (3)(b) By-laws of the Registrant are incorporated by reference to Exhibit (3)(b) to the Annual Report on Form 10-K for the fiscal year ended September 30, 1992. (4)(a) Specimen stock certificate of the Registrant is incorporated by reference to Exhibit (4)(a) to the Annual Report on Form 10-K for the fiscal year ended September 30, 1997. (10)(a) Landauer, Inc. 1996 Equity Plan, as amended and restated through November 8, 2001, is incorporated by reference to Exhibit (10)(a) to the Annual Report on Form 10-K for the fiscal year ended September 30, 2002. (10)(b) Liability Assumption and Sharing Agreement among Tech/Ops, Inc., Tech/Ops Sevcon, Inc., and the Registrant is incorporated by reference to Exhibit (10)(d) to the Annual Report on Form 10-K for the fiscal year ended September 30, 1993. (10)(c) Form of Indemnification Agreement between the Registrant and each of its directors is incorporated by reference to Exhibit (10)(e) to the Annual Report on Form 10-K for the fiscal year ended September 30, 1993. (10)(d) Landauer, Inc.'s Directors' Retirement Plan dated March 21, 1990, is incorporated by reference to Exhibit (10)(f) to the Annual Report on Form 10-K for the fiscal year ended September 30, 1996. (10)(e) Form of Supplemental Key Executive Retirement Plan of Landauer, Inc., as amended and restated effective October 1, 2003, is incorporated by reference to Exhibit (10)(e) to the Annual Report on Form 10-K for the fiscal year ended September 30, 2003. (10)(f) Landauer, Inc. Incentive Compensation Plan for Executive Officers is incorporated by reference to Exhibit (10)(h) to the Annual Report on Form 10-K for the fiscal year ended September 30, 2000. (10)(g) Landauer, Inc. 1997 Non-Employee Director's Stock Option Plan, as amended and restated through November 8, 2002, is incorporated by reference to Exhibit (10)(g) to the Annual Report on Form 10-K for the fiscal year ended September 30, 2003. (10)(h) Employment Agreements dated February 29, 1996 between the Registrant and Brent A. Latta, James M. O'Connell and R. Craig Yoder are incorporated by reference to the Annual Report on Form 10-K for the fiscal year ended September 30, 1998. (10)(i) Employment Agreements dated November 9, 2002 between the Registrant and Robert M. Greaney are incorporated by reference to Exhibit (10)(i) to the Annual Report on Form 10-K for the fiscal year ended September 30, 2003. (10)(j) Landauer, Inc. Executive Special Severance Plan dated May 22, 2003 is incorporated by reference to Exhibit (10)(j) to the Annual Report on Form 10-K for the fiscal year ended September 30, 2003. 5 (10)(k) Credit Agreement between Landauer, Inc. and LaSalle Bank N.A. is incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2004. (10)(l)* Form of stock option award pursuant to the Landauer, Inc. 1996 Equity Plan. (21) Subsidiaries of the Registrant are: . Beijing-Landauer, Ltd. (70%), Beijing, P.R. China . HomeBuyer's Preferred, Inc. (100%), 2 Science Road, Glenwood, Illinois 60425-1586 . Nagase-Landauer, Ltd. (50%), Tokyo, Japan . SAPRA-Landauer, Ltda. (75%), Sao Carlos - SP - Brazil . LCIE-Landauer, Ltd. and subsidiary (100%), Paris, France and Oxford, United Kingdom (31.1) Certification of Brent A. Latta, President and Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes- Oxley Act of 2003 filed herewith. (31.2) Certification of James M. O'Connell, Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003 filed herewith. (32.1)* Certification of Brent A. Latta, President and Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2003. (32.2)* Certification of James M. O'Connell, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2003. * Previously filed. 6 EX-31.2 2 exh_312.txt EXHIBIT 31.2 - ------------ CERTIFICATION I, James O'Connell, certify that: 1. I have reviewed this Annual Report on Form 10-K/A of Landauer, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors: a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: January 31, 2005 By: /s/ James M. O'Connell ------------------------------ James M. O'Connell Chief Financial Officer EX-31.1 3 exh_311.txt EXHIBIT 31.1 - ------------ CERTIFICATION I, Brent A. Latta, certify that: 1. I have reviewed this Annual Report on Form 10-K/A of Landauer, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors: a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: January 31, 2005 By: /s/ Brent A. Latta ------------------------------ Brent A. Latta President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----