S-8 1 ldr_6128.txt As filed with the Securities and Exchange Commission on February 3, 2005 Registration No. 333-___ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------ LANDAUER, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 06-1218089 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification Number) 2 Science Road Glenwood, Illinois 60425 (Address of Principal (Zip Code) Executive Offices) LANDAUER, INC. 2005 LONG-TERM INCENTIVE PLAN (Full Title of the Plan) JAMES M. O'CONNELL VICE PRESIDENT, TREASURER, SECRETARY AND CHIEF FINANCIAL OFFICER LANDAUER, INC. 2 SCIENCE ROAD GLENWOOD, ILLINOIS 60425 (708) 755-7000 (Name, Address and Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE Proposed Proposed Maximum Maximum Title of Amount Offering Aggregate Amount of Securities to to be Price Per Offering Registra- be Registered Registered Share Price tion Fee --------------- ---------- ---------- ------------- --------- Common Stock, $.10 par value 500,000 shares $46.295(1) $23,147,500(1) $2,725 (1) Estimated solely for the purpose of calculating the registration fee and, pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, based upon the average of the high and low prices of the Common Stock as reported in the consolidated reporting system on January 28, 2005. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents heretofore filed with the Securities and Exchange Commission (the "Commission") (Commission file number 1-9788) by Landauer, Inc. (the "Company") are incorporated herein by reference: 1. the Company's Annual Report on Form 10-K for the year ended September 30, 2004 as amended by the Form 10-K/A No. 1 filed with the Commission on January 31, 2005; and 2. the description of the Company's Common Stock, $0.10 par value (the "Common Stock"), contained in the Company's Registration Statement on Form 8-A filed with the Commission on January 2, 2002, including any amendment or report filed with the Commission for the purpose of updating such description. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, are deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"). Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. In accordance with Section 102(b)(7) of the General Corporation Law of Delaware, Article Eleventh of the Company's Certificate of Incorporation contains a provision providing that no director of the Company shall be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director except for breach of the director's duty of loyalty to the Company or its stockholders, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, unlawful payment of dividends, unlawful stock redemptions or repurchases and transactions from which the director or officer derived an improper personal benefit. Section 145 of the General Corporation Law of Delaware permits or requires indemnification of directors, officers and employees of a corporation under certain conditions and subject to certain limitations. II-1 Article VI of the Company's By-laws contains provisions for the indemnification of directors, officers and employees of the Company generally within the limitations of Section 145. The Company is a party to indemnification agreements with each of its directors, each of which provides for indemnification of such director against certain liabilities incurred in his or her capacity as such, which may include liabilities under the Securities Act of 1933, as amended (the "Securities Act"). The Company also maintains a directors' and officers' liability insurance policy which provides for indemnification of its directors and officers against certain liabilities incurred in their capacities as such, which may include liabilities under the Securities Act. The foregoing summaries are necessarily subject to the complete text of the statute, the Certificate of Incorporation, the By-Laws and the agreements referred to above and are qualified in their entirety by reference thereto. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. EXHIBIT NUMBER DESCRIPTION OF EXHIBIT ------- ---------------------- 4.1 Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1993). 4.2 By-laws of the Company (incorporated by reference to Exhibit 3(b) to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1992). 4.3 Landauer, Inc. 2005 Long-Term Incentive Plan (incorporated by reference to Exhibit B to the Company's Proxy Statement for the Annual Meeting of Stockholders held on February 3, 2005). *5 Opinion of Sidley Austin Brown & Wood LLP as to the legality of the securities being registered. *23.1 Consent of PricewaterhouseCoopers LLP. *23.2 Consent of Sidley Austin Brown & Wood LLP (contained in the opinion filed as Exhibit 5 to this Registration Statement). *24 Power of Attorney (contained in the signature page to this Registration Statement). -------------------- * Filed herewith. II-2 ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. II-3 (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of a Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glenwood, State of Illinois, on this 3rd day of February, 2005. Landauer, Inc. By: /s/ BRENT A. LATTA ------------------------------ Brent A. Latta President and Chief Executive Officer II-5 POWER OF ATTORNEY We, the undersigned officers and directors of Landauer, Inc., hereby severally constitute and appoint Brent A. Latta and James M. O'Connell, and either of them singly, our true and lawful attorneys-in-fact, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including any post-effective amendments thereto), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact, or his or their substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. SIGNATURE TITLE(S) DATE SIGNED --------- -------- ----------- /s/ Brent A. Latta President, ----------------------- Chief Executive Officer Brent A. Latta and Director (Principal Executive Officer) February 3, 2005 /s/ James M. O'Connell Vice President, ---------------------- Treasurer and Secretary James M. O'Connell (Principal Financial and Accounting Officer) February 3, 2005 /s/ Robert J. Cronin Chairman and February 3, 2005 ----------------------- Director Robert J. Cronin /s/ Dr. E. Gail de Planque Director February 3, 2005 -------------------------- Dr. E. Gail de Planque /s/ Dr. Gary D. Eppen Director February 3, 2005 ----------------------- Dr. Gary D. Eppen /s/ Richard R. Risk Director February 3, 2005 ----------------------- Richard R. Risk /s/ Thomas M. White Director February 3, 2005 ----------------------- Thomas M. White /s/ Michael D. Winfield Director February 3, 2005 ----------------------- Michael D. Winfield II-6 INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8 EXHIBIT NUMBER DESCRIPTION OF EXHIBIT ------- ---------------------- 4.1 Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1993). 4.2 By-laws of the Company (incorporated by reference to Exhibit 3(b) to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1992). 4.3 Landauer, Inc. 2005 Long-Term Incentive Plan (incorporated by reference to Exhibit B to the Company's Proxy Statement for the Annual Meeting of Stockholders held on February 3, 2005). *5 Opinion of Sidley Austin Brown & Wood LLP as to the legality of the securities being registered. *23.1 Consent of PricewaterhouseCoopers LLP. *23.2 Consent of Sidley Austin Brown & Wood LLP (contained in the opinion filed as Exhibit 5 to this Registration Statement). *24 Power of Attorney (contained in the signature page to this Registration Statement). -------------------- * Filed herewith.