-----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, ABBn6LvK/V5pRyJUMcCDY6/hC1y3kup1P0XoQQ4/dbVce1/LAKEZM0opF8syPOv3 reffnS0sRTpKG3OlktTPVQ== 0000892626-06-000043.txt : 20060328 0000892626-06-000043.hdr.sgml : 20060328 20060328172002 ACCESSION NUMBER: 0000892626-06-000043 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060325 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060328 DATE AS OF CHANGE: 20060328 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09788 FILM NUMBER: 06715910 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 8-K 1 ldr_7021.txt 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): March 25, 2006 LANDAUER, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-9788 06-1218089 ------------------------ ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 2 Science Road, Glenwood, Illinois 60425 - ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) (708) 755-7000 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Not Applicable ------------------------------------------------------------- (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 (see General Instruction A.2. below): [ ] 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)) 1 ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On March 25, 2006, Landauer, Inc. (the "Company" or the "Registrant") and LaSalle Bank N.A. ("LaSalle" or the "Bank") agreed to the terms of a second amendment to the Company's existing credit agreement with the Bank dated April 13, 2004. The second amendment, which is dated as of March 25, 2006, extends the maturity date to March 25, 2007 and increases the minimum tangible net worth covenant to $22.4 million. The original credit agreement was filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 12, 2004. The first amendment was filed as Exhibit 10.1 on Form 8-K filed with the Securities and Exchange Commission on April 6, 2005. The second amendment is filed as Exhibit 10.1 to this Report. Three subsidiaries of the Company, Homebuyer's Preferred, Inc., Healthy Home Air, Inc. and Landauer International LLC, are parties to the amendment, as guarantors of the Company's obligations under the credit facility. ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT The information described in Item 1.01 above is incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. Exhibit No. Description ----------- ----------- 10.1 Second Amendment to Credit Agreement, dated March 25, 2006, to the Credit Agreement between Landauer, Inc., as borrower, Homebuyer's Preferred, Inc., Healthy Home Air, Inc. and Landauer International LLC, as guarantors, and LaSalle Bank N.A. dated April 13, 2004. 2 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. Dated: March 28, 2006 /s/ James M. O'Connell ------------------------------ James M. O'Connell Vice President, Finance, Treasurer and Secretary (Principal Financial and Accounting Officer) 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ------ ----------- 10.1 Second Amendment to Credit Agreement, dated March 25, 2006, to the Credit Agreement between Landauer, Inc., as borrower, Homebuyer's Preferred, Inc., Healthy Home Air, Inc. and Landauer International LLC, as guarantors, and LaSalle Bank N.A. dated April 13, 2004. 4 EX-10.1 2 exh_101.txt EXHIBIT 10.1 - ------------ SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Agreement"), dated as of March 25, 2006, is between LANDAUER, INC., a Delaware corporation ("Borrower"); HOMEBUYER'S PREFERRED, INC., an Illinois corporation ("Homebuyer's Preferred"), HEALTHY HOME AIR, INC., a Delaware corporation ("Healthy Home"), and LANDAUER INTERNATIONAL LLC, a Delaware limited liability company ("Landauer International") (Homebuyer's Preferred, Healthy Home and Landauer International sometimes hereinafter are referred to as each "Guarantor" and collectively as the "Guarantors"); and LASALLE BANK NATIONAL ASSOCIATION, a national banking association ("Bank"). R E C I T A L S: ---------------- A. Borrower and Bank entered into that certain Credit Agreement dated as of April 13, 2004 (the "Original Credit Agreement"), as amended by that certain First Amendment to Credit Agreement dated as of March 25, 2005 (the "First Amendment") between Borrower and Bank (the Original Credit Agreement, as amended by the First Amendment, hereinafter is referred to as the "Credit Agreement"), pursuant and subject to the terms and conditions of which Bank agreed to make loans and other financial accommodations to Borrower. B. Each Guarantor is a Subsidiary of Borrower. Each Guarantor guaranteed Borrower's Obligations pursuant to that certain Guaranty dated as of April 13, 2004 made by Guarantors in favor of Bank. Each Guarantor ratified and confirmed its obligations under the Guaranty pursuant to the First Amendment. C. Borrower and Guarantors have requested that Bank (i) extend the Maturity Date to March 25, 2007 and (ii) increase the minimum tangible net worth covenant to $22,400,000. D. Bank is willing to agree to the requests of Borrower and Guarantors on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, Borrower, Guarantors and Bank agree as follows: 1. INCORPORATION OF RECITALS. The Recitals set forth above are incorporated herein, are acknowledged by Borrower and Guarantors to be true and correct and by this reference are made a part hereof. 2. DEFINITIONS. All capitalized terms used but not elsewhere defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement, as amended by this Agreement. 3. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is amended as set forth below: (a) SECTION 1.1 - AMENDED DEFINITION. Section 1.1 of the Credit Agreement is amended by deleting the current version of the definition of "Maturity Date" in its entirety and substituting the following version in lieu thereof: "Maturity Date: means the earlier of (i) March 27, 2007 or (ii) the date on which Borrower's Obligations are accelerated pursuant to this Credit Agreement." 1 (b) SECTION 6.10 - MINIMUM TANGIBLE NET WORTH. Section 6.10 of the Credit Agreement is deleted in its entirety and the following is substituted in lieu thereof: "6.10 MINIMUM TANGIBLE NET WORTH. Borrower shall not permit Tangible Net Worth to be less than $22,400,000 at the end of any Fiscal Quarter." 4. CONDITIONS TO EFFECTIVENESS. The effectiveness of this Agreement shall be subject to the satisfaction of all of the following conditions in a manner, form and substance satisfactory to Bank: (a) DELIVERY OF DOCUMENTS. The following shall have been delivered to Bank, each duly authorized and executed and each in form and substance satisfactory to Bank: (1) this Agreement; and (2) such other instruments, documents, certificates, consents, waivers and opinions as Bank reasonably may request. (b) NO DEFAULT. No Event of Default or Incipient Default shall exist. (c) MATERIAL ADVERSE EFFECT. No event shall have occurred since December 31, 2005 which has had or could have a material adverse effect on the financial condition or affairs of Borrower. The date on which all of the conditions set forth in this Section 4 have been satisfied is referred to herein as the "Effective Date." 5. REFERENCES. From and after the Effective Date, all terms used in the Credit Documents which are defined in the Credit Agreement shall be deemed to refer to such terms as amended by this Agreement. This Agreement shall constitute a "Credit Document." 6. REPRESENTATIONS AND WARRANTIES. Borrower and each Guarantor hereby confirms to Bank that the representations and warranties set forth in the Credit Documents are true and correct in all material respects as of the date hereof (unless any such representation or warranty relates to a specific date, in which case such representation or warranty is true and correct as of such date), and shall be deemed to be remade as of the date hereof (unless any such representation or warranty relates to a specific date, in which case such representation or warranty shall be deemed to be remade as of such date). Borrower and each Guarantor represents and warrants to Bank that (i) it has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, (ii) upon the execution and delivery hereof, this Agreement will be valid, binding and enforceable upon it in accordance with its terms (except as such enforceability may be limited by (x) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect affecting the enforcement of creditors' rights generally and (y) equitable principles (whether or not any action to enforce this Agreement is brought at law or in equity), (iii) the execution and delivery of this Agreement does not and will not contravene, conflict with, violate or constitute a default under (A) its articles or certificate of incorporation, by-laws, certificate of formation or operating agreement, as applicable, or (B) any applicable law, rule, regulation, judgment, decree or order or any agreement, indenture or instrument to which it is a party or is bound or which is binding upon or applicable to all or any portion of its Property and (iv) as of the date hereof no Event of Default exists. 2 7. NO FURTHER AMENDMENTS; RATIFICATION OF LIABILITY. Except as amended hereby, the Credit Agreement and each of the other Credit Documents shall remain in full force and effect in accordance with their respective terms. Borrower and each Guarantor hereby ratifies and confirms its liabilities, obligations and agreements under the Credit Agreement and the other Credit Documents, all as amended by this Agreement, and the Liens created thereby, and acknowledges that (i) it has no defenses, claims or set-offs to the enforcement by Bank of such liabilities, obligations and agreements, (ii) Bank has fully performed all obligations to Borrower and Guarantors which it may have had or has on and as of the date hereof and (iii) other than as specifically set forth herein, Bank does not waive, diminish or limit any term or condition contained in the Credit Agreement or the other Credit Documents. The Credit Documents, as amended by this Agreement, contain the entire agreement between Bank, Borrower and Guarantors with respect to the transactions contemplated hereby. 8. RELEASE OF CLAIMS. In consideration of the execution and delivery of this Agreement by Bank, the sufficiency of which is acknowledged, and excepting only the contractual obligations respecting future performance by Bank arising under the Credit Agreement and the other Credit Documents, Borrower and each Guarantor hereby irrevocably releases and forever discharges Bank and each of its affiliates, subsidiaries, successors, assigns, directors, officers, employees, agents, representatives and attorneys (each, a "Released Person") of and from all damages, losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which Borrower or such Guarantor may now have or claim to have on and as of the date hereof against any Released Person, whether presently known or unknown, liquidated or unliquidated, suspected or unsuspected, contingent or non-contingent, and of every nature and extent whatsoever (collectively, "Claims"). Borrower and each Guarantor represents and warrants to Bank that it has not granted or purported to grant to any other Person any interest whatsoever in any Claim, as security or otherwise. Borrower and each Guarantor shall indemnify, defend and hold harmless each Released Person from and against any and all Claims and any loss, cost, liability, damage or expense (including reasonable attorneys' fees and expenses) incurred by any Released Person in investigating, preparing for, defending against, providing evidence or producing documents in connection with or taking other action in respect of any commenced or threatened Claim. 9. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. 10. FURTHER ASSURANCES. Borrower and each Guarantor covenants and agrees that it will at any time and from time to time do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, all such further acts, documents and instruments as reasonably may be required by Bank in order to effectuate fully the intent of this Agreement. 11. SEVERABILITY. If any term or provision of this Agreement or the application thereof to any party or circumstance shall be held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby, and the affected term or provision shall be modified to the minimum extent permitted by law so as most fully to achieve the intention of this Agreement. 12. CAPTIONS. The captions in this Agreement are inserted for convenience of reference only and in no way define, describe or limit the scope or intent of this Agreement or any of the provisions hereof. 13. ENTIRE AGREEMENT. This Agreement, the Credit Agreement and the other Credit Documents executed prior or pursuant hereto constitute the entire agreement among the parties hereto with respect to the transactions contemplated hereby or thereby and supersede any prior agreements, whether written or oral, relating to the subject matter hereof. 3 14. APPLICABLE LAW. THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS AND DECISIONS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. 15. JURISDICTION AND VENUE. BORROWER AND EACH GUARANTOR HEREBY AGREES THAT ALL ACTIONS OR PROCEEDINGS INITIATED BY BORROWER OR SUCH GUARANTOR AND ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT SHALL BE LITIGATED EITHER IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS, OR IF BANK INITIATES SUCH ACTION, IN ADDITION TO THE FOREGOING COURTS, ANY COURT IN WHICH BANK SHALL INITIATE OR TO WHICH BANK SHALL REMOVE SUCH ACTION, TO THE EXTENT SUCH COURT HAS JURISDICTION. BORROWER AND EACH GUARANTOR HEREBY EXPRESSLY SUBMITS AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED BY BANK IN OR REMOVED BY BANK TO ANY OF SUCH COURTS, AND HEREBY AGREES THAT PERSONAL SERVICE OF THE SUMMONS AND COMPLAINT, OR OTHER PROCESS OR PAPERS ISSUED THEREIN MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWER AT THE ADDRESS TO WHICH NOTICES ARE TO BE SENT PURSUANT TO SECTION 11.1 OF THE CREDIT AGREEMENT. BORROWER AND EACH GUARANTOR WAIVES ANY CLAIM THAT THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS OR THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS IS AN INCONVENIENT FORUM OR AN IMPROPER FORUM BASED ON LACK OF VENUE. THE EXCLUSIVE CHOICE OF FORUM FOR BORROWER AND EACH GUARANTOR SET FORTH IN THIS SECTION 15 SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT BY BANK OF ANY JUDGMENT OBTAINED IN ANY OTHER FORUM OR THE TAKING BY BANK OF ANY ACTION TO ENFORCE THE SAME IN ANY OTHER APPROPRIATE JURISDICTION, AND BORROWER AND EACH GUARANTOR HEREBY WAIVES THE RIGHT TO COLLATERALLY ATTACK ANY SUCH JUDGMENT OR ACTION. 16. WAIVER OF RIGHT TO JURY TRIAL. BANK, BORROWER AND EACH GUARANTOR ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY WHICH MAY ARISE UNDER ANY OF THE CREDIT DOCUMENTS OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED THEREBY WOULD BE BASED UPON DIFFICULT AND COMPLEX ISSUES AND, THEREFORE, THE PARTIES AGREE THAT ANY LAWSUIT ARISING OUT OF ANY SUCH CONTROVERSY WILL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. [remainder of this page intentionally left blank; signature page follows] 4 IN WITNESS WHEREOF, this Agreement has been executed and delivered by each of the parties hereto by a duly authorized officer of each such party on the date first set forth above. LANDAUER, INC., a Delaware corporation By: ------------------------------ Name: ------------------------------ Title: ------------------------------ HOMEBUYER'S PREFERRED, INC., an Illinois corporation By: ------------------------------ Name: ------------------------------ Title: ------------------------------ HEALTHY HOME AIR, INC., a Delaware corporation By: ------------------------------ Name: ------------------------------ Title: ------------------------------ LANDAUER INTERNATIONAL LLC, a Delaware limited liability company By: ------------------------------ Name: ------------------------------ Title: ------------------------------ LASALLE BANK NATIONAL ASSOCIATION, a national banking association By: ------------------------------ Name: ------------------------------ Title: ------------------------------ 5 -----END PRIVACY-ENHANCED MESSAGE-----