-----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, TFlfysBI9fmbFKViINRF2LVUXJzR6hTLOXt5KP10zpLxiz2rMkCVwRCIsyeRgCY+ T97I8O/jt38cIc1vIbLvcQ== 0000892626-06-000132.txt : 20060914 0000892626-06-000132.hdr.sgml : 20060914 20060914165908 ACCESSION NUMBER: 0000892626-06-000132 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060908 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060914 DATE AS OF CHANGE: 20060914 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: 061091250 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_7089.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): September 8, 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. See the discussion set forth under Item 5.02 below, which discussion is incorporated into this Item 1.01 by reference. ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. (b) On September 14, 2006, Landauer, Inc. ("LDR") announced that James M. O'Connell will cease serving as LDR's Chief Financial Officer, effective October 16, 2006. Mr. O'Connell intends to retire from LDR. (c)(1) On September 14, 2006, LDR announced that Jonathon M. Singer will join LDR as its Senior Vice President - Treasurer, Secretary and Chief Financial Officer, effective October 16, 2006. (2) Mr. Singer, age 42, served as Vice President Global Finance, Chief Financial Officer for the Medical segment of Teleflex Incorporated, a diversified industrial company, since 2005. Previously he served as Vice President, Strategy and Business Development for Teleflex's Medical segment from 2004 until 2005. From 1998 through 2004, he worked in a number of positions within the Medical Products and Services business segment of Cardinal Health, Inc., a provider of products and services supporting the health care industry, and most recently as its Vice President, Strategy and Business Development. (3) Pursuant to a letter from LDR addressed to Mr. Singer relating to employment dated September 8, 2006 (the "Letter Agreement"), Mr. Singer's initial annual base salary is $250,000, and beginning with LDR's 2007 fiscal year (which begins October 1, 2006), he will have the opportunity to earn bonuses under LDR's Incentive Compensation Plan for Executive Officers, with a target incentive bonus opportunity of not less than 40% of base salary. Mr. Singer will also receive a signing bonus of $75,000 upon the commencement of his employment, 100% of which must be repaid to LDR if he resigns within the first year of his employment, and 50% of which must be repaid if he resigns within the second year of his employment. Mr. Singer will receive a restricted stock award of (i) 850 shares of LDR's common stock, one-half of which will vest on the six-month anniversary of the commencement of his employment and one-half of which will vest on the eighteen month anniversary of the commencement of his employment and (ii) 1,500 shares of LDR's common stock, one-third of which will vest on each of the first three anniversaries of the commencement of his employment. He will also be eligible to participate in LDR's 2005 Long-Term Incentive Plan, with a restricted stock grant of LDR's common stock (or other equity award) valued at not less than $215,000 at the date of grant to be made upon commencement of employment, which award will vest over a three-year performance period based on the attainment of certain performance goals established by LDR's board of directors. If LDR terminates Mr. Singer's employment without Cause (as defined in the Letter Agreement), Mr. Singer will be entitled to receive severance pay equal to nine months of base salary as well as a prorated target bonus for the fiscal year in which his termination occurs. Mr. Singer will also participate in LDR's Executive Special Severance Plan and be subject to LDR's standard non-competition and confidentiality agreement for salaried employees. A copy of the Letter Agreement is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the terms of the Letter Agreement is qualified in its entirety by reference to the full text of the Letter Agreement. On September 14, 2006, LDR issued a News Release announcing Mr. Singer's election by LDR's board of directors. A copy of the News Release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. 2 ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. Exhibit No. Description -------- ----------- 10.1 Letter from Landauer, Inc. to Jonathon M. Singer relating to employment, dated September 8, 2006 99.1 News Release, dated September 14, 2006 3 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. Date: September 14, 2006 /s/ William E. Saxelby ------------------------------ William E. Saxelby President and Chief Executive Officer (Principal Executive Officer) 4 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- 10.1 Letter from Landauer, Inc. to Jonathon M. Singer relating to employment, dated September 8, 2006 99.1 News Release, dated September 14, 2006 4 EX-10.1 2 exh_101.txt EXHIBIT 10.1 - ------------ LANDAUER September 8, 2006 PERSONAL AND CONFIDENTIAL Mr. Jonathon M. Singer 1279 Lincoln Ave. S. Highland Park, IL 60035 Dear Jon: As President and Chief Executive Officer of Landauer Inc. (the "Company"), I am pleased to offer you the position of Senior Vice President, Treasurer, Secretary and Chief Financial Officer. The following is a summary of the terms and conditions of this offer: 1. ANNUAL COMPENSATION. Initial annual base salary of $250,000. Such salary shall be reviewed annually in accordance with the Company's executive compensation policies. Beginning with the 2007 fiscal year (which commences October 1, 2006), you will have the opportunity to earn annual bonuses under the Company's Incentive Compensation Plan for Executive Officers, with a target incentive bonus opportunity of not less than 40% of base salary. 2. SIGNING BONUS. A bonus of $75,000 will be paid to you upon your commencement of employment. 100% of the signing bonus must be repaid to the Company if you resign within the first year of employment and 50% of the signing bonus must be repaid to the Company if you resign within the second year of employment. 3. RESTRICTED STOCK. The following restricted stock grants of the Company's common stock will be made to you upon your commencement of employment: (a) 850 shares, with one-half vesting on the 6 month anniversary of the commencement of employment and one-half vesting on the eighteen month anniversary of employment, which shares are being conveyed to you for the forfeiture of the unvested equity awards from your current employer and (b) 1,500 shares, one-third of which will vest on each of the first three anniversaries of your commencement of employment, as an inducement to accept employment with the Company. 4. LONG-TERM PERFORMANCE AWARD. Restricted stock grants of the Company's common stock (or other equity award), valued at not less than $215,000 at the date of grant , will be made to you upon the commencement of employment pursuant to the Landauer, Inc. 2005 Long Term Incentive Plan, or any successor Plan.. This award will vest over a three-year performance period, based on the attainment of performance goals to be established by the Company's Board of Directors. 5. BENEFITS. You will be eligible to participate in the Company's employee benefit programs, as offered to new employees currently and subject to any future modifications. 6. VACATION. Four weeks annually. - -------------------------------------------------------------------------- Landauer, Inc. 2 Science Road Glenwood, Illinois 60625 Phone: 708-755-7000 Fax: 708-755-7011 E-mail: landauerinc.com 7. STANDARD POLICIES AND AGREEMENTS. You will be subject to the Company's Code of Business Conduct and Ethics, Code of Ethics for Financial Executives and will be required to enter into the Company's Non-Competition Agreement and Confidentiality Agreement for Salaried Employees. 8. SEVERANCE. Should the Company terminate your employment for any reason other than for Cause (as defined in Exhibit A) you will be entitled to receive severance pay equal to nine months base salary and prorated target bonus for the fiscal year in which your termination occurs. 9. CHANGE OF CONTROL. You will participate in the Landauer, Inc. Executive Special Severance Plan as a Benefit Level II Employee. 10. LANDAUER DOCUMENTS. Attached are the following documents for your information: Landauer, Inc. Code of Business Conduct and Ethics Landauer, Inc. Code of Ethics for Financial Executives Landauer Non-Competition Agreement and Confidentiality Agreement for Salaried Employees Landauer, Inc. Executive Special Severance Plan Form of Landauer, Inc. Restricted Stock Award Agreement. This offer will remain open until close of business on September 8, 2006. Your acceptance, as evidenced by your signature below, will constitute a letter of agreement between the Company and you. We are excited to have you join the Landauer team, Jon. I am counting on you playing a key leadership role in our growth strategy going forward. Sincerely, /s/ William E. Saxelby ------------------------------ William E. Saxelby President and Chief Executive Officer I accept the position of Senior Vice President, Treasurer, Secretary and Chief Financial Officer of Landauer Inc. as specified in this letter of agreement. ___________________________________ Jonathon M. Singer __________________________ Date Page two EXHIBIT A --------- "Cause" shall mean any one or more of the following: (A) any willful refusal by the Executive to follow lawful directives of the Board or Chief Executive Officer which are consistent with the scope and nature of the Executive's duties and responsibilities; (B) the Executive's conviction of, or plea of guilty or nolo contendere to, a felony or of any crime involving moral turpitude, fraud or embezzlement; (C) any gross negligence or willful misconduct of the Executive resulting in a material loss to the Company or any of its subsidiaries, or material damage to the reputation of the Company or any of its subsidiaries; (D) any material breach by the Executive of any one or more of the Landauer, Inc. Code of Business Conduct and Ethics, the Landauer, Inc. Code of Ethics for Financial Executives, and the Landauer Non-Competition Agreement and Confidentiality Agreement for Salaried Employees; or (E) any violation of any statutory or common law duty of loyalty to the Company or any of its subsidiaries. EX-99.1 3 exh_991.txt EXHIBIT 99.1 - ------------ News Release LANDAUER For Immediate Release - -------------------------------------------------------------------------- LANDAUER ELECTS JONATHON M. SINGER AS SENIOR VICE PRESIDENT CHIEF FINANCIAL OFFICER For Further Information Contact: Gerard P. Bilek Vice President, Controller - -------------------------------------------------------------------------- GLENWOOD, ILLINOIS, SEPTEMBER 14, 2006 ... LANDAUER, INC. (NYSE: LDR) announced today that its board of directors has elected Jonathon M. Singer to be Senior Vice President - Treasurer, Secretary and Chief Financial Officer, effective October 16, 2006. Singer will assume overall responsibility for Landauer's financial, accounting and business development functions. "Jon has extensive experience within the medical field, international marketplace and growth industries and will be a tremendous addition to the Landauer management team," said Bill Saxelby, President and Chief Executive Officer. Singer, 42, most recently served as Vice President Global Finance, Chief Financial Officer for Teleflex Medical, a subsidiary of Teleflex, Inc (NYSE: TFX). From 1998-2004 he was with Cardinal Health's Medical Products and Services Segment, most recently as Vice President, Strategy and Business Development. Prior to 1998, Singer was the Director of Investor Relations for R.R. Donnelley and Sons Company and began his professional career as a Senior Manager with KPMG International. Singer is a CPA. He will succeed James M. O'Connell as Landauer's Chief Financial Officer, who will retire from the company. "Jim has made a significant contribution to Landauer's success over the 16 years he has been with the company. We wish him well," said Saxelby. Bill Saxelby continued, "Jon's broad experience with Teleflex, Cardinal Health, R.R. Donnelley and KPMG represents a valuable set of skills that will assist Landauer as we look to take this company to the next level. We are pleased to have Jon join our team." ABOUT LANDAUER, INC. Landauer is the leading provider of analytical services to determine occupational and environmental radiation exposure. For more than 50 years, the Company has provided complete radiation dosimetry services to hospitals, medical and dental offices, universities, national laboratories, and other industries in which radiation poses a potential threat to employees. Landauer's services include the manufacture of various types of radiation detection monitors, the distribution and collection of the monitors to and from clients, and the analysis and reporting of exposure findings. # # # - -------------------------------------------------------------------------- Landauer, Inc. 2 Science Road Glenwood, Illinois 60625 Phone: 708-755-7000 Fax: 708-755-7011 E-mail: landauerinc.com -----END PRIVACY-ENHANCED MESSAGE-----