-----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, SX4ryG4SA+KWq24JjLhbUzhh0vpMl1I/FEjShgfoS+RFlMqEoxOhwr/lnWjlMr6f +p4261cfC8j0DeEbMYkR0w== 0001047469-99-003797.txt : 19990209 0001047469-99-003797.hdr.sgml : 19990209 ACCESSION NUMBER: 0001047469-99-003797 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LANDAUER INC CENTRAL INDEX KEY: 0000825410 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 061218089 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-71973 FILM NUMBER: 99524127 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 S-3 1 S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 8, 1999 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM S-3 REGISTRATION STATEMENT Under The Securities Act of 1933 --------------------- LANDAUER, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) --------------------- Delaware 06-1218089 (State of Incorporation) (I.R.S. Employer Identification Number) 2 Science Road Glenwood, Illinois 60425-1586 (708) 755-7000 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) --------------------- Brent A. Latta President and Chief Executive Officer Landauer, Inc. 2 Science Road Glenwood, Illinois 60425-1586 (708) 755-7000 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Larry A. Barden Sidley & Austin One First National Plaza Chicago, Illinois 60603 (312) 853-7785 --------------------- Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement as determined in light of market conditions. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE ============================================================================================================ PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO BE AGGREGATE PRICE AGGREGATE OFFERING AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------ Common Stock, $.10 par value 300,000 shares $29.34375 $8,803,125.00 $2,447.27 ============================================================================================================
(1) Maximum number of shares which may be offered. (2) The price per share, estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c), is based on the average of the high and low prices per share as reported on the American Stock Exchange on February 4, 1999. --------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. =============================================================================== The information in this Prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not an offer to buy these securities in any state where the offer or sale of these securities is not permitted. SUBJECT TO COMPLETION, FEBRUARY 8, 1999 PROSPECTUS 300,000 SHARES LANDAUER, INC. COMMON STOCK ($.10 PAR VALUE) Our common stock is listed on the American Stock Exchange under the trading symbol "LDR." On February 4, 1999, the last reported sale price of our common stock on the American Stock Exchange was $29.25 per share. --------------------- Dr. Marvin G. Schorr, the selling shareholder, may offer and sell from time to time up to a maximum 300,000 shares of Landauer, Inc. common stock with this prospectus. As of the date of this prospectus, Dr. Schorr is the Chairman of the Board of Landauer. Landauer will not receive any proceeds from the sale of the shares by Dr. Schorr. Dr. Schorr may offer the shares of common stock through public or private transactions, on or off the American Stock Exchange, at prevailing market prices or at privately negotiated prices. --------------------- INVESTING IN OUR COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 3 TO READ ABOUT CERTAIN RISKS THAT INVESTORS SHOULD CONSIDER BEFORE BUYING SHARES OF THE COMMON STOCK. --------------------- Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Landauer shares offered or sold under this prospectus. These organizations have also not determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is February [ ], 1999 TABLE OF CONTENTS
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Where You Can Find More Information. . . . . . . . . . . . . . . . . . . . . . 4 About Landauer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Selling Shareholder. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . 6 Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
--------------------- FORWARD-LOOKING STATEMENTS This prospectus includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to various risks, uncertainties and assumptions (including the following), many of which are beyond our control: - Our anticipated growth strategies. - Our intention to implement new services. - Anticipated trends in our business. - Our ability to continue to maintain service quality. - Our ability to operate effectively in international markets. - Our ability to respond effectively to technological and regulatory changes. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus may not occur. 2 RISK FACTORS An investment in our common stock involves certain risks. In addition to carefully reviewing the information contained in this prospectus, investors in our common stock are encouraged to read the information contained in the reports we file with the Securities and Exchange Commission that are incorporated by reference herein. Prospective investors should particularly consider the following factors: WE OPERATE IN MATURE AND COMPETITIVE MARKETS We derive most of our revenues from providing customers with dosimetry services which monitor occupational and environmental radiation exposure. The radiation dosimetry service market is a relatively mature market that is experiencing modest rates of growth. Revenue growth in recent years has resulted primarily from selective price increases, the addition of certain new customer accounts and our ability to offer certain value-added services. Demand for our services can be adversely affected by regulatory changes and cost containment initiatives affecting the health care industry. In addition, the market for radiation dosimetry services is highly competitive and companies providing such services often attempt to add new accounts by lowering prices. If we encounter increased price competition from other dosimetry providers or from new entrants into the market, we may lose accounts or need to lower our prices to maintain existing accounts. Such occurrences could adversely affect our results of operations. OUR LUXEL SERVICE IS STILL BEING INTRODUCED In 1998, we introduced our Luxel service, which utilizes a new proprietary technology which we believe will provide enhanced measurement performance. We have not fully completed the roll-out of this new service, nor has the service been in the marketplace long enough for us to evaluate fully customer acceptance of such services and any difficulties or problems which we may experience in using this technology. If, for example, the monitoring badges used with the service are not able to be read with consistent accuracy, the service will not provide the performance enhancement we anticipated. Such unforseen problems with the service could have a significant impact on our business operations and our market share. YEAR 2000 DATE CONVERSION ISSUES COULD AFFECT OUR OPERATIONS We are in the process of coordinating the further identification, evaluation and implementation of changes to computer systems and applications necessary to achieve a year 2000 date conversion with no effect on services to clients or disruption to business operations. We have identified major areas of potential business impact, and have taken initial conversion efforts. We are also communicating with clients to identify and coordinate year 2000 conversion issues. While we expect that our year 2000 conversion project will be completed on a timely basis and within the anticipated budget of approximately $2,100,000, which will be charged to expense as incurred except for that portion which properly represents a capital expenditure, no assurance can be given in that regard or that third-party computer systems and applications will not experience problems associated with the recognition and processing of the year 2000 and beyond. WE ARE EXPANDING INTERNATIONALLY We are currently in the process of expanding our international operations. We recently announced the establishment of joint ventures in Brazil and China and expect to evaluate other expansion opportunities in the near future. Pursuit of these opportunities will require us to operate in countries where we do not have 3 prior experience and in which we will rely, to a large extent, on the management and services of third parties. Our international operations present many of the same risks associated with our U.S. operations, but also may have additional risks, such as: - unexpected changes in regulatory requirements, - heightened risks of political and economic instability, - difficulties in managing international operations, - potentially adverse tax consequences, - foreign currency fluctuations, - enhanced accounting and control expenses, and - the burden of complying with a wide variety of foreign laws. WHERE YOU CAN FIND MORE INFORMATION We file annual and quarterly reports, proxy statements and other information with the Securities and Exchange Commission. Our SEC filings are available over the Internet at the SEC's web site at http://www.sec.gov. You may also read and copy any documents we file at the SEC's public reference rooms in Washington D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for more information on the public reference rooms and their copy charges. You may also inspect our SEC reports and other information at the American Stock Exchange, 86 Trinity Place, New York, New York 10006. The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to these documents. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until the selling shareholder sells all of the shares. This prospectus is part of a registration statement we filed with the SEC (Registration No. 333- _______ ). - Annual report on Form 10-K for the fiscal year ended September 30, 1998 You may request copies of these filings, at no cost, by writing or telephoning our corporate secretary at the following address: James M. O'Connell Vice President Finance, Treasurer and Secretary 2 Science Road Glenwood, Illinois 60425-1586 (708) 755-7000. You should rely only on the information incorporated by reference or provided by us in this prospectus or any supplement. We have not authorized anyone else to provide you with different information. Dr. Schorr will not make an offer of these shares in any state where the offer is not permitted. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of those documents. 4 ABOUT LANDAUER Landauer, Inc., is a Delaware corporation, organized in 1987 to carry on the radiation monitoring business previously carried on by Tech/Ops, Inc., our predecessor. On February 1991, we changed our name from Tech/Ops Landauer, Inc. to Landauer, Inc. We are a leading provider of dosimetry services which monitor occupational and environmental radiation exposure. Our service consists primarily of providing clients on a regular basis with optically stimulated luminescent photographic film and thermoluminescent badges that can be worn by client personnel to measure exposure to x-rays, gamma radiation and other penetrating ionizing radiation. Our clients include hospitals, medical and dental offices, universities and national laboratories, nuclear power plants and other industries in which radiation poses a potential threat to employees. While most of our revenues are derived from clients in the United States, we also provide our radiation monitoring services to clients in the United Kingdom, Canada and Japan. In 1998, we purchased a 75% interest in the leading dosimetry service provider in Brazil, named SAPRA-Landauer, purchased radiation monitoring services previously operated by REM and established Beijing-Landauer, a 70% Landauer-owned joint venture in China. Our dosimetry services include: - the manufacture of various types of radiation detection monitors; - the distribution and collection of monitors to and from clients; and - the analysis and reporting of exposure findings. In 1998, we introduced our Luxel service, which utilizes our new proprietary, optically stimulated luminescent technology. The Luxel service is expected to provide enhanced radiation measurement performance and customer benefits as well as cost and quality improvements. USE OF PROCEEDS Landauer will not receive any proceeds from the sale of shares of common stock by Dr. Schorr. SELLING SHAREHOLDER Pursuant to this prospectus, Dr. Schorr may offer and sell from time to time up to 300,000 shares of common stock. Dr. Schorr, who is 73 years old, has advised us that he is offering the shares to diversify his holdings and for estate planning purposes. Dr. Schorr has served as the Chairman of the Board of Directors of Landauer since January 1988; however, he has advised the Board that, while he intends to remain a director of Landauer, he does not intend to continue to serve as Chairman. As of December 31, 1998, Dr. Schorr beneficially owned 571,556 shares of Landauer common stock. Before the offering Dr. Schorr will own 6.6% of the common stock. Assuming 5 he sells all of his offered shares, Dr. Schorr will own 3.1% after the offering. Dr. Schorr acquired his offered shares primarily in connection with the Plan of Reorganization and Dissolution of Tech/Ops, Inc. in January 1988. At the time of reorganization and dissolution of Tech/Ops,Inc., Dr. Schorr was Chairman of the Board of Directors of Tech/Ops, Inc. In the reorganization and dissolution transaction, Tech/Ops, Inc. transferred its personnel dosimetry business to us and our shares were distributed to the former stockholders of Tech/Ops, Inc. DESCRIPTION OF CAPITAL STOCK The following statements are brief summaries of certain provisions of the Company's Certificate of Incorporation, as amended (incorporated by reference as an Exhibit to the registration statement). GENERAL The Company's Certificate of Incorporation currently authorizes the issuance of 20 million shares of common stock and 1 million shares of preferred stock in series. As of the date of this prospectus, 8,654,009 shares of common stock were issued and outstanding and no shares of preferred stock were outstanding. PREFERRED STOCK The Company's Board of Directors is authorized to provide for the issuance of shares of preferred stock, in one or more series, and to fix for each series such voting powers, designations, limitations or restrictions as are stated in the resolution adopted by the Board providing for the issuance of such series and as permitted by the Delaware General Corporation Law. DIVIDEND RIGHTS Holders of common stock are entitled to dividends when and as declared by the Board of Directors; provided, however that Landauer has paid or declared and set apart for payment any dividends on any outstanding shares of preferred stock from the same dividend period. VOTING RIGHTS Holders of common stock are entitled to one vote for each share on all matters on which shareholders are entitled to vote. The holders of common stock have exclusive voting power for the election of directors and for all other matters except as otherwise provided by law or by resolutions providing for the issue of a series of preferred stock. LIQUIDATION RIGHTS Upon any liquidation, dissolution or winding-up of Landauer, the holders of the preferred stock are entitled to receive their full preferential amount, before any amounts or remaining assets shall be paid or distributed to the holders of common stock. NO PREEMPTIVE RIGHTS No holder of any shares of common stock has any preemptive right to subscribe to any securities of Landauer of any kind or class. 6 TRANSFER AGENT AND REGISTRAR The transfer agent and registrar for the common stock is American Stock Transfer Company. PLAN OF DISTRIBUTION Dr. Schorr may offer the shares at various times in one or more of the following transactions: - to underwriters who will acquire the shares for their own account and resell them in one or more transactions; - in ordinary brokerage transactions (including block trades) on the American Stock Exchange; - in special offerings, negotiated transactions or secondary distributions; - in private sales; or - in a combination of any of the above transactions. Dr. Schorr may sell the shares at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices. Dr. Schorr may use broker-dealers to sell the shares. If this happens, the broker-dealers will either receive discounts or commissions from Dr. Schorr, or they will receive commissions from purchasers of shares for whom they acted as agent. If required, a supplement to this prospectus will set forth the applicable commission or discount, if any, and the names of any underwriters, brokers, dealers or agents involved in the sale of shares. Dr. Schorr and any underwriters, brokers, dealers or agents that participate in the distribution of the common stock offered hereby may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended, and any profit on the sale of shares by them and any discounts, commissions, concessions and other compensation received by such underwriter, broker, dealer or agent may be deemed to be underwriting discounts and commissions under such Act. Pursuant to a Registration Agreement between Landauer and Dr. Schorr, we have agreed to pay certain expenses associated with the preparation and filing of the registration statement and this prospectus relating to the offering of shares by Dr. Schorr. We currently estimate that such expenses will be approximately $24,000. We have also agreed to indemnify Dr. Schorr for certain liabilities under the Securities Act of 1933, as amended, or to contribute to payments made in respect thereof. We will supply Dr. Schorr and the American Stock Exchange with reasonable quantities of copies of this prospectus. LEGAL MATTERS For the purpose of this offering, the law firm of Sidley & Austin, Chicago, Illinois will issue an opinion to us on the validity of the issuance of the offered shares. 7 EXPERTS Arthur Andersen LLP, independent public accountants, audited our consolidated financial statements and schedules incorporated by reference in this prospectus and in the registration statement. These documents are incorporated by reference in reliance upon the authority of Arthur Andersen LLP as experts in accounting and auditing. 8 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The estimated fees and expenses payable by the Company in connection with the offering and distribution of the Common Stock registered hereunder are as follows:
SEC registration fee . . . . . . . $ 2,447.27 Legal fees and expenses . . . . . . $15,000.00* Accounting fees and expenses . . . $ 3,000.00* Miscellaneous . . . . . . . . . . . $ 3,552.73* ---------- Total fees and expenses . . . . $24,000.00
- -------------- * Estimated ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Certificate of Incorporation of the Company, as amended, provides that no director of the Company shall be personally liable to the Company or its shareholders for monetary damages for any breach of fiduciary duty as a director, except for liability: (i) for any breach of the director's duty of loyalty to the Company or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law (involving certain unlawful dividends or stock purchases or redemptions) or (iv) for any transaction from which the director derived an improper personal benefit. The Certificate of Incorporation also provides that any repeal or modification of such provisions shall not adversely affect any right or protection of a director of the Company for any act or omission occurring prior to the date when such repeal or modification became effective. Under Section 145 of the Delaware General Corporation Law, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding (i) if such person acted in good faith and in a manner that such person reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, if such person had no reasonable cause to believe such conduct was unlawful. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the II-1 extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which the Court of Chancery or such other court shall deem proper. Any indemnification discussed above (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth above. Such determination shall be made (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum or (2) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the shareholders. To the extent that any person has been successful on the merits or otherwise in defending any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, such person is entitled to indemnification for expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it is ultimately determined that such officer or director is not entitled to be indemnified by the corporation as authorized in Section 145 of the Delaware General Corporation Law. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate. The indemnification and advancement of expenses provided for, or granted pursuant to, Section 145 of the Delaware General Corporation Law is not exclusive of any other rights of indemnification or advancement of expenses to which those seeking indemnification or advancement of expenses may be entitled, and a corporation may purchase and maintain insurance against liabilities asserted against any former or current director, officer, employee or agent of the corporation, or a person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise whether or not the power to indemnify such person is provided by Section 145 of the Delaware General Corporation Law. The Bylaws of the Company provide that (i) the Company is required to indemnify any person who was or is a party, or has been threatened to be made a party, to any threatened, pending or completed civil, criminal, administrative or investigative proceeding or action by reason of that person's participation as a director or officer of the Company or because that person was serving at the request of the Company as a director or officer of another company; (ii) the Company is required to indemnify any officer or director of the Company, or any officer or director of another company who served in such capacity at the request of the Company , who was or is a party, or has been threatened to be made a party, to any threatened, pending or completed action or suit by the Company against that officer or director; provided that such officer or director acted in good faith and in a manner reasonably believed to be in the best interest of the Company; (iii) the Company may advance expenses to its officers and directors as incurred, provided that they undertake to repay the amount advanced if it is ultimately determined that they are not entitled to indemnification; (iv) the indemnification provisions outlined in the Bylaws do not preclude any individual from seeking indemnity or an advancement of expenses under any other by-law, agreement, contract, vote of shareholders or disinterested directors, or pursuant to the direction of any court of competent jurisdiction. In addition, the Bylaws provide that the Company may purchase and maintain liability insurance for any person who is or was a director of the Company, or who is or was serving at the request of the Company on another corporation, partnership, joint venture, trust or other enterprise, against any causes of action that might be asserted against such person by reasons of their actions as such officer or director. The Company is a party to indemnification agreements with each of its directors, each of 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. II-2 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. ITEM 16. EXHIBITS. The following is a list of Exhibits included as part of this Registration Statement. Items marked with an asterisk are filed herewith.
Exhibit Number Description ------- ----------- 3.1 Certificate of Incorporation of the Company, as amended through February 4, 1993 (incorporated by reference to Exhibit 3(a) to the Annual Report on Form 10-K for the fiscal year ended September 30, 1993). 3.2 By-laws of the Company (incorporated by reference to Exhibit 3(b) to the Annual Report on Form 10-K for the fiscal year ended September 30, 1992). *5.1 Opinion of Sidley & Austin. *23.1 Consent of Arthur Andersen LLP. *23.2 Consent of Sidley & Austin (contained in Exhibit 5.1 hereto). *24.1 Powers of Attorney (included on signature pages). *99.1 Registration Agreement dated as of February 8, 1999 between the Company and Marvin G. Schorr
____________________ * filed herewith ITEM 17. UNDERTAKINGS. (a) Rule 415 Offering The undersigned registrant hereby undertakes: Section 1. To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (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. 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 II-3 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% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (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; Section 2. That, for the purpose of determining any liability under the Securities Act of 1933, 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. Section 3. To remove from registration by means of a post-effective amendment to the Registration Statement any of the securities being registered which remain unsold at the termination of the offering. (b) Filings Incorporating Subsequent Exchange Act Documents by Reference. The undersigned registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 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. (c) Policy Regarding Indemnification. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions described under Item 15, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 of whether such indemnification by it is against public policy as expressed in the 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-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the village of Glenwood, State of Illinois, on this 3rd day of February 1999. LANDAUER, INC. By: /s/ Brent A. Latta ----------------------------------------- Brent A. Latta President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Brent A. Latta and James M. O'Connell and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully 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 below by the following persons in the capacities indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Brent A. Latta President and Chief Executive February 3, 1999 - ------------------------- Officer (Principal Executive Brent A. Latta Officer) and Director /s/ James M. O'Connell Vice President Finance, February 3, 1999 - ------------------------- Treasurer, Secretary James M. O'Connell (Principal Financial and Accounting Officer) /s/ Robert J. Cronin Director February 3, 1999 - ------------------------- Robert J. Cronin /s/ Gary D. Eppen Director February 3, 1999 - ------------------------- Gary D. Eppen
II-5
/s/ Thomas M. Fulton Director February 3, 1999 - ------------------------- Thomas M. Fulton /s/ Richard R. Risk Director February 3, 1999 - ------------------------- Richard R. Risk /s/ Paul B. Rosenberg Director February 3, 1999 - ------------------------- Paul B. Rosenberg /s/ Marvin G. Schorr Director February 3, 1999 - ------------------------- Marvin G. Schorr /s/ Michael D. Winfield Director February 3, 1999 - ------------------------- Michael D. Winfield
II-6 EXHIBIT INDEX The following is a list of Exhibits included as part of this Registration Statement. Items marked with an asterisk are filed herewith.
Exhibit Number Description - ------- ----------- 3.1 Certificate of Incorporation of the Company, as amended through February 4, 1993 (incorporated by reference to Exhibit 3(a) to the Annual Report on Form 10-K for the fiscal year ended September 30, 1993). 3.2 By-laws of the Company (incorporated by reference to Exhibit 3(b) to the Annual Report on Form 10-K for the fiscal year ended September 30, 1992). *5.1 Opinion of Sidley & Austin. *23.1 Consent of Arthur Andersen LLP. *23.2 Consent of Sidley & Austin (contained in Exhibit 5.1 hereto). *24.1 Powers of Attorney (included on signature pages). *99.1 Registration Agreement dated as of February 8, 1999 between the Company and Marvin G. Schorr.
____________________ * filed herewith II-7 EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 SIDLEY & AUSTIN A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS ONE FIRST NATIONAL PLAZA CHICAGO, ILLINOIS 60603 TELEPHONE 312: 853-7000 FACSIMILE 312: 853-7036 February 8, 1999 Landauer, Inc. 2 Science Road Glenwood, Illinois 60425-1586 Re: Landauer, Inc. REGISTRATION STATEMENT ON FORM S-3 Ladies and Gentlemen: We refer to the Registration Statement on Form S-3 (the "Registration Statement") being filed by Landauer, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the sale and transfer of up to 300,000 shares (the "Shares") of common stock, par value $.10 per share, of the Company by Dr. Marvin G. Schorr, the Chairman of the Board of the Company. We are familiar with the proceedings to date with respect to the proposed sale and transfer of the Shares and have examined such records, documents and questions of law, and have satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a basis for this opinion. Based on the foregoing, we are of the opinion that: 1. The Company is duly incorporated and validly existing under the laws of the State of Delaware. 2. The Shares are legally issued, fully paid and nonassessable. We do not find it necessary for the purposes of this opinion to cover, and accordingly we express no opinion as to, the application of the securities or "Blue Sky" laws of the various states to the sale and transfer of the Shares. Landauer, Inc. February 8, 1999 Page 2 This opinion is limited to the General Corporation Law of the State of Delaware and the laws of the United States of America.. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to all references to our firm included in or made a part of the Registration Statement. Very truly yours, /s/ Sidley & Austin EX-23.1 3 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-3 of our report dated October 31, 1998 included in Landauer, Inc.'s Form 10-K for the year ended September 30, 1998 and all references to our firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP Chicago, Illinois February 8, 1999 EX-99.1 4 EXHIBIT 99.1 EXHIBIT 99.1 REGISTRATION AGREEMENT DATED AS OF FEBRUARY 8, 1999 BETWEEN LANDAUER, INC. AND MARVIN G. SCHORR REGISTRATION AGREEMENT REGISTRATION AGREEMENT (this "Agreement") dated as of February 8, 1999 between Landauer, Inc. (the "Company") and Marvin G. Schorr (the "Holder"). WITNESSETH WHEREAS, the Company has agreed to Register Shares of the Holder; WHEREAS, the parties hereto hereby desire to set forth the Holders' rights and the Company's obligations to cause the registration of the Shares pursuant to the Securities Act; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. DEFINITIONS AND USAGE. As used in this Agreement: 1.1. DEFINITIONS. AGENT. "Agent" means the principal placement agent on any agented placement of Shares. COMMISSION. "Commission" shall mean the Securities and Exchange Commission. COMMON STOCK. "Common Stock" shall mean the common stock, par value $.10 per share, of the Company. EXCHANGE ACT. "Exchange Act" shall mean the Securities Exchange Act of 1934. HOLDER. "Holder" shall have the meaning set forth in the first paragraph. PERSON. "Person" shall mean any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or government or other agency or political subdivision thereof. REGISTER, REGISTERED AND REGISTRATION. "Register", "registered", and "registration" shall refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the declaration or ordering by the Commission of effectiveness of such registration statement or document. REGISTRATION EXPENSES. "Registration Expenses" shall have the meaning set forth in SECTION 4.1. -1- REGISTRATION STATEMENT. "Registration Statement" shall have the meaning set forth in SECTION 2.1. SECURITIES ACT. "Securities Act" shall mean the Securities Act of 1933. SHARES. "Shares" shall mean up to 300,000 shares of Common Stock held by the Holder on the date of this Agreement. TRANSFER. "Transfer" shall mean and include the act of selling, giving, transferring, creating a trust (voting or otherwise), assigning or otherwise disposing of (other than pledging, hypothecating or otherwise transferring as security) (and correlative words shall have correlative meanings); PROVIDED HOWEVER, that any transfer or other disposition upon foreclosure or other exercise of remedies of a secured creditor after an event of default under or with respect to a pledge, hypothecation or other transfer as security shall constitute a "Transfer". UNDERWRITERS' REPRESENTATIVE. "Underwriters' Representative" shall mean, with respect to any underwritten offering of Shares, the managing underwriter, or, in the case of a co-managed underwriting, the managing underwriter designated as the Underwriters' Representative by the co-managers. VIOLATION. "Violation" shall have the meaning set forth in SECTION 5.1. 1.2. USAGE. (i) References to a Person are also references to its assigns and successors in interest. (ii) References to Shares "owned" by the Holder shall include Shares beneficially owned by the Holder but which are held of record in the name of a nominee, trustee, custodian, or other agent. (iii) References to a document are to it as amended, waived and otherwise modified from time to time and references to a statute or other governmental rule are to it as amended and otherwise modified from time to time (and references to any provision thereof shall include references to any successor provision). (iv) References to Sections are to sections hereof, unless the context otherwise requires. (v) The definitions set forth herein are equally applicable both to the singular and plural forms and the feminine, masculine and neuter forms of the terms defined. (vi) The term "including" and correlative terms shall be deemed to be followed by "without limitation" whether or not followed by such words or words of like import. -2- (vii) The term "hereof" and similar terms refer to this Agreement as a whole. (viii) The "date of" any notice or request given pursuant to this Agreement shall be determined in accordance with SECTION 8. SECTION 2. REGISTRATION PROCEDURES. To effect the registration of the Shares, the Company shall, as expeditiously as practicable: 2.1. Prepare and file with the Commission a registration statement on Form S-3 with respect to the Shares (the "Registration Statement") and use the Company's reasonable efforts to cause such registration statement to become effective. 2.2. Prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act and rules thereunder with respect to the disposition of the Shares. If the registration is for an underwritten offering, the Company shall amend the Registration Statement or supplement the prospectus thereto whenever required by the terms of the underwriting agreement entered into pursuant to SECTION 3.2 and to include the names of the underwriters and the planned methods of distribution. Pending such amendment or supplement the Holder shall cease making offers or Transfers of Shares pursuant to the prior prospectus. The Company shall maintain the effectiveness of the Registration Statement until the earlier of (i) ninety (90) days after the Holder is no longer a director of the Company, or (ii) until all of the Shares are sold. In the event that any Shares included in the Registration Statement remain unsold at the end of the period during which the Company is obligated to use reasonable efforts to maintain the effectiveness of such registration statement, the Company may file a post-effective amendment to such registration statement for the purpose of removing such Shares from registered status. 2.3. Furnish to the Holder, without charge, such numbers of copies of the Registration Statement, any pre-effective or post-effective amendment thereto, the prospectus, including each preliminary prospectus and any amendments or supplements thereto, in each case in conformity with the requirements of the Securities Act and the rules thereunder, and such other related documents as the Holder may reasonably request in order to facilitate the disposition of the Shares. 2.4. Use the Company's reasonable efforts (i) to register and qualify the Shares under such other securities or Blue Sky laws of such states or jurisdictions as shall be reasonably requested by the Underwriters' Representative or Agent, and (ii) to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of the offer and Transfer of any of the Shares in any jurisdiction, at the earliest possible moment; PROVIDED, HOWEVER, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions. -3- 2.5. In the event of any underwritten or agented offering, enter into and perform the Company's obligations under an underwriting or agency agreement (including indemnification and contribution obligations of underwriters or agents), in usual and customary form, with the managing underwriter or underwriters of or agents for such offering. The Company shall also cooperate with the Holder, and the Underwriters' Representative or Agent for such offering in the marketing of the Shares, including making available the Company's officers, accountants, counsel, premises, books and records for such purpose, but the Company shall not be required to incur any material out-of-pocket expense pursuant to this sentence. 2.6. Promptly notify the Holder of any stop order issued or threatened to be issued by the Commission in connection therewith (and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered). 2.7. Make available for inspection by the Holder, any underwriter participating in such offering and the representatives of the Holder and underwriter, all financial and other information as shall be reasonably requested by them, and provide the Holder, any underwriter participating in such offering and the representatives of the Holder and underwriter the reasonable opportunity to discuss the business affairs of the Company with its principal executives and independent public accountants who have certified the audited financial statements included in the Registration Statement, in each case all as necessary to enable them to exercise their due diligence responsibility under the Securities Act; PROVIDED, HOWEVER, that information that the Company determines, in good faith, to be confidential and which the Company advises such Person in writing, is confidential shall not be disclosed unless such Person signs a confidentiality agreement reasonably satisfactory to the Company or the Holder agrees to be responsible for such Person's breach of confidentiality on terms reasonably satisfactory to the Company. 2.8. In the event of any underwritten offering, use the Company's reasonable efforts to obtain a so-called "comfort letter" from its independent public accountants, and legal opinions of counsel to the Company addressed to the Underwriters' Representative, in customary form and covering such matters of the type customarily covered by such letters. The Company shall furnish to the Holder a signed counterpart of any such comfort letter or legal opinion. Delivery of any such opinion or comfort letter shall be subject to the Holder furnishing such written representations or acknowledgments as are customarily provided by selling shareholders who request or receive such comfort letters or opinions. 2.9. Provide and cause to be maintained a transfer agent and registrar for the Shares from and after a date not later than the effective date of the Registration Statement. 2.10. Use reasonable efforts to cause the Shares covered by the Registration Statement (i) to be listed on a securities exchange or included for quotation in a recognized trading market for a reasonable period of time after the offering, and (ii) to be registered with or approved by such other United States or state governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the Holder to consummate the disposition of the Shares. -4- SECTION 3. HOLDERS' OBLIGATIONS. 3.1. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to the Shares of the Holder that the Holder shall: (a) Furnish to the Company such information regarding the Holder, the number of the shares of Common Stock owned by the Holder, and the intended method of disposition of such securities as shall be required to effect the registration of the Shares, and to cooperate with the Company in preparing such registration; and (b) In the case of an underwritten offering, execute the underwriting agreement agreed to by the Company and the Holder. 3.2. Upon the completion of the sale of the Shares pursuant to this Agreement, the Holder shall promptly notify the Company of such completion. SECTION 4. EXPENSES OF REGISTRATION. Expenses in connection with registration of the Shares shall be allocated and paid as follows: 4.1. The Company shall bear and pay all expenses incurred in connection with the registration, filing, or qualification of the Shares, including all registration, filing and National Association of Securities Dealers, Inc. fees, all fees and expenses of complying with securities or blue sky laws, all word processing, duplicating and printing expenses, messenger and delivery expenses, the reasonable fees and disbursements of counsel for the Company, and of the Company's independent public accountants, (the "Registration Expenses") (which right may be Transferred to any Person to whom Shares are Transferred as permitted by SECTION 7), but excluding underwriting discounts and commissions relating to the Shares (which shall be paid by the Holder). 4.2. Any failure of the Company to pay any Registration Expenses as required by this SECTION 5 shall not relieve the Company of its obligations under this Agreement. SECTION 5. INDEMNIFICATION; CONTRIBUTION. Upon the registration of the Shares pursuant to this Agreement: 5.1. To the extent permitted by applicable law, the Company shall indemnify and hold harmless the Holder, each Person, if any, who controls the Holder within the meaning of the Securities Act, and each officer, director, partner, and employee of the Holder and such controlling Person, against any and all losses, claims, damages, liabilities and expenses (joint or several), including attorneys' fees and disbursements and expenses of investigation, incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation, or to which any of the foregoing Persons may become subject under the Securities Act, the Exchange Act or other federal or state laws, insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) Any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any preliminary prospectus or final prospectus contained therein, or any amendments or supplements thereto; -5- (ii) The omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) Any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any applicable state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law; PROVIDED, HOWEVER, that the indemnification required by this SECTION 5.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or expense to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished to the Company by the indemnified party expressly for use in connection with such registration; PROVIDED, FURTHER, that the indemnity agreement contained in this SECTION 5 shall not apply to any underwriter to the extent that any such loss is based on or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such omission or alleged omission, and a copy of the final prospectus has not been sent or given to such person at or prior to the confirmation of sale to such person if such underwriter was under an obligation to deliver such final prospectus and failed to do so. The Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each person who controls such persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holder. 5.2. To the extent permitted by applicable law, the Holder shall indemnify and hold harmless the Company, each of its directors, each of its officers who shall have signed the Registration Statement, each Person, if any, who controls the Company within the meaning of the Securities Act, and each officer, director, partner or employee of such controlling Person, against any and all losses, claims, damages, liabilities and expenses (joint and several), including attorneys' fees and disbursements and expenses of investigation, incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation, or to which any of the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or other federal or state laws, insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder expressly for use in connection with the registration of the Shares; PROVIDED, HOWEVER, that (x) the indemnification required by this SECTION 5.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense if settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld, and (y) in no event shall the amount of any indemnity under this SECTION 5.2 exceed the gross proceeds from the applicable offering received by the Holder. -6- 5.3. Promptly after receipt by an indemnified party under this SECTION 5 of notice of the commencement of any action, suit, proceeding, investigation or threat thereof made in writing for which such indemnified party may make a claim under this SECTION 5, such indemnified party shall deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; PROVIDED, HOWEVER, that an indemnified party shall have the right to retain its own counsel, with the fees and disbursements and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time following the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this SECTION 5 but shall not relieve the indemnifying party of any liability that it may have to any indemnified party otherwise than pursuant to this SECTION 5. Any fees and expenses incurred by the indemnified party (including any fees and expenses incurred in connection with investigating or preparing to defend such action or proceeding) shall be paid to the indemnified party, as incurred, within thirty (30) days of written notice thereof to the indemnifying party (regardless of whether it is ultimately determined that an indemnified party is not entitled to indemnification hereunder). Any such indemnified party shall have the right to employ separate counsel in any such action, claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expenses of such indemnified party unless (i) the indemnifying party has agreed to pay such fees and expenses, (ii) the indemnifying party shall have failed to promptly assume the defense of such action, claim or proceeding, or (iii) the named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or in addition to those available to the indemnifying party and that the assertion of such defenses would create a conflict of interest such that counsel employed by the indemnifying party could not faithfully represent the indemnified party (in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action, claim or proceeding on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties, unless in the reasonable judgment of such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such action, claim or proceeding, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels). No indemnifying party shall be liable to an indemnified party for any settlement of any action, proceeding or claim without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. -7- 5.4. If the indemnification required by this SECTION 5 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to in this SECTION 5: (i) The indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any Violation has been committed by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such Violation. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in SECTION 5.1 and SECTION 5.2, any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. (ii) The parties hereto agree that it would not be just and equitable if contribution pursuant to this SECTION 5.4 were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in SECTION 5.4(i). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. 5.5. If indemnification is available under this SECTION 5, the indemnifying parties shall indemnify each indemnified party to the full extent provided in this SECTION 5 without regard to the relative fault of such indemnifying party or indemnified party or any other equitable consideration referred to in SECTION 5.4. 5.6. The obligations of the Company and the Holder under this SECTION 5 shall survive the completion of any offering of Shares pursuant to the Registration Statement and otherwise. SECTION 6. AMENDMENT, MODIFICATION AND WAIVERS; FURTHER ASSURANCES. 6.1 This Agreement may be amended with the consent of the Company and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company shall have obtained the written consent of the Holder to such amendment, action or omission to act. 6.2. No waiver of any terms or conditions of this Agreement shall operate as a waiver of any other breach of such terms and conditions or any other term or condition, nor shall any failure to enforce any provision hereof operate as a waiver of such provision or of any other provision hereof. No written waiver hereunder, unless it by its own terms explicitly provides to -8- the contrary, shall be construed to effect a continuing waiver of the provisions being waived and no such waiver in any instance shall constitute a waiver in any other instance or for any other purpose or impair the right of the party against whom such waiver is claimed in all other instances or for all other purposes to require full compliance with such provision. 6.3 Each of the parties hereto shall execute all such further instruments and documents and take all such further action as any other party hereto may reasonably require in order to effectuate the terms and purposes of this Agreement. SECTION 7. ASSIGNMENT; BENEFIT. This Agreement and all of the provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, assigns, executors, administrators or successors; PROVIDED, HOWEVER, that except as specifically provided herein with respect to certain matters, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by the Holder to any person who purchases such Shares from the Holder, unless such transferee is an "affiliate" of the Company within the meaning of Rule 144(a)(1) adopted by the Commission pursuant to the Securities Act. SECTION 8. MISCELLANEOUS. 8.1. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT GIVING REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. 8.2. NOTICES. All notices and requests given pursuant to this Agreement shall be in writing and shall be made by hand-delivery, first-class mail (registered or certified, return receipt requested), confirmed facsimile or overnight air courier guaranteeing next business day delivery. Except as otherwise provided in this Agreement, the date of each such notice and request shall be deemed to be, and the date on which each such notice and request shall be deemed given shall be: at the time delivered, if personally delivered or mailed; when actual confirmed receipt is acknowledged, if sent by facsimile; and the next business day after timely delivery to the courier, if sent by overnight air courier guaranteeing next business day delivery. If to the Company, to: Landauer, Inc. 2 Science Road Glenwood, Illinois 60425 Attn: Brent A. Latta Facsimile: (708) 755-7011 -9- with a copy to: Sidley & Austin One First National Plaza Chicago, Illinois 60603 Attn: Larry Barden Facsimile: (312) 853-7036 If to the Holder: Dr. Marvin G. Schorr Tech/Ops Corp. 24th Floor One Beacon Street Boston, MA 02108 Facsimile: (617) 523-0073 8.3. ENTIRE AGREEMENT; INTEGRATION. This Agreement supersedes all prior agreements between or among any of the parties hereto with respect to the subject matter contained herein and therein, and such agreements embody the entire understanding among the parties relating to such subject matter. 8.4. INJUNCTIVE RELIEF. Each of the parties hereto acknowledges that in the event of a breach by any of them of any material provision of this Agreement, the aggrieved party may be without an adequate remedy at law. Each of the parties therefore agrees that in the event of such a breach hereof the aggrieved party may elect to institute and prosecute proceedings in any court of competent jurisdiction to enforce specific performance or to enjoin the continuing breach hereof. By seeking or obtaining any such relief, the aggrieved party shall not be precluded from seeking or obtaining any other relief to which it may be entitled. 8.5. SECTION HEADINGS. Section headings are for convenience of reference only and shall not affect the meaning of any provision of this Agreement. 8.6. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which shall together constitute one and the same instrument. All signatures need not be on the same counterpart. 8.7. SEVERABILITY. If any provision of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity and enforceability of the remaining provisions of this Agreement, unless the result thereof would be unreasonable, in which case the parties hereto shall negotiate in good faith as to appropriate amendments hereto. 8.8. FILING. A copy of this Agreement and of all amendments thereto shall be filed at the principal executive office of the Company with the Corporate Secretary of the Company. -10- 8.9. TERMINATION. This Agreement may be terminated at any time by a written instrument signed by the parties hereto. Unless sooner terminated in accordance with the preceding sentence, this Agreement (other than SECTION 5 hereof) shall terminate in its entirety on such date as there shall be no Shares outstanding, PROVIDED that any Shares previously subject to this Agreement shall not be Shares subject to this Agreement following the sale of any such shares in an offering registered pursuant to this Agreement. 8.10. ATTORNEYS' FEES. In any action or proceeding brought to enforce any provision of this Agreement, or where any provision hereof is validly asserted as a defense, the successful party shall be entitled to recover reasonable attorneys' fees (including any fees incurred in any appeal) in addition to its costs and expenses and any other available remedy. 8.11. NO THIRD PARTY BENEFICIARIES. Nothing herein expressed or implied is intended to confer upon any person, other than the parties hereto or their respective permitted assigns, successors, heirs and legal representatives, any rights, remedies, obligations or liabilities under or by reason of this Agreement. -11- IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date first written above. LANDAUER, INC. By: /s/ Brent A. Latta ----------------------------- Name: Brent A. Latta Title: President and CEO /s/ Marvin G. Schorr ------------------------------ Marvin G. Schorr -----END PRIVACY-ENHANCED MESSAGE-----