LDR Landauer, Inc. (delisted)

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):    February 6, 2015

 

LANDAUER, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

 

 

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))

 

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Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 11, 2015, Landauer, Inc. (the “Company”) announced that Dr. R. Craig Yoder, the Company’s Senior Vice President – Technology and International Business, stepped down from such position effective as of February 9, 2015 (the “Effective Date”) and transitioned to the role of Senior Technical Advisor to lead the Company’s Technology Advisory Board. A press release announcing Dr. Yoder’s transition is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

In connection with his transition, the Company entered into an Amendment (the “Amendment”) to the Employment Agreement of Dr. R. Craig Yoder, dated as of February 29, 1996, as amended on May 2, 2006 (the “Employment Agreement”).

 

Prior to the Amendment, Dr. Yoder served as Senior Vice President – Technology and International Business and his Employment Agreement provided that the employment term would continue indefinitely until terminated pursuant to the terms and conditions of the Employment Agreement. As of the Effective Date, Dr. Yoder transitioned to the role of Senior Technical Advisor to lead the Company’s Technology Advisory Board with a reduced work schedule, and resigned from any and all officer, director and manager positions and from any and all committee positions of the Company. In addition, the Company amended the Employment Agreement to provide that Dr. Yoder’s employment will automatically terminate effective February 8, 2017, unless earlier terminated pursuant to the terms and conditions of the Employment Agreement (the “Employment Term”).

 

During the Employment Term, the Company will pay Dr. Yoder an annual base salary of $280,595 and Dr. Yoder will continue to remain eligible to participate in the Company’s employee benefit plans and programs, including the Landauer, Inc. Non-Qualified Excess Plan (the “Excess Plan”), the Landauer, Inc. 401(k) Plan and the Landauer, Inc. Executive Special Severance Plan (the “Special Severance Plan”), subject to the terms of such plans and programs. As of the Effective Date, Dr. Yoder will be named a Tier III participant in the Special Severance Plan (as defined in such plan). The Company will continue to make employer contributions on behalf of Dr. Yoder under the Excess Plan at the same rate previously established. Eligibility for severance benefits not governed by the Special Severance Plan will continue to be governed by the terms of Dr. Yoder’s Employment Agreement.

 

In connection with the Amendment, the Company also awarded Dr. Yoder 3,127 shares of the Company’s common stock with a value of approximately $109,000 as of the grant date, subject to vesting based on the satisfaction of performance goals related to his employment. Dr. Yoder will not be eligible to receive any other annual or long-term incentive awards during the Employment Term.

 

In addition, in connection with the Amendment, Dr. Yoder agreed that his noncompetition agreement with the Company would also be amended to provide that in the event of a change in control (as defined in the Landauer Inc. Incentive Compensation Plan), the noncompetition period will end on the one-year anniversary of the last date on which the Company is required to make payments to Dr. Yoder on account of base salary or severance pay,

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unless, following a change in control, the Company or its successor breaches the terms of the Employment Agreement, in which case the noncompetition period will end on the day immediately following such breach.

 

The foregoing summary is qualified in its entirety by reference to the Second Amendment to Employment Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference.

 

Item 8.01.Other Events.

 

On February 9, 2015, the Company filed a Form 12b-25 with the U.S. Securities and Exchange Commission to announce that it is unable to file, without unreasonable effort or expense, its Quarterly Report on Form 10-Q for the quarter ended December 31, 2014 (the “Quarterly Report”) within the prescribed time period because the Company needs additional time to complete its accounting and disclosure processes due to the delays with the filing of the Company’s Annual Report on Form 10-K, which was filed February 2, 2015.

 

A copy of the Press Release announcing the filing of the Form 12b-25 is attached as Exhibit 99.2 to this Current Report on Form 8-K.

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

 

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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.

 

 

   

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SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT

 

This EMPLOYMENT AGREEMENT AMENDMENT (this “Amendment”) between R. Craig Yoder (the “Executive”) and Landauer, Inc., a Delaware corporation (the “Company”) is dated February 6, 2015.

 

WHEREAS, the Executive and the Company entered into an Employment Agreement dated as of February 29, 1996 and amended on May 2, 2006 (the “Employment Agreement”);

 

WHEREAS, the Executive and the Company have agreed to adjust the Executive’s employment arrangement with the Company and desire to amend the Employment Agreement to reflect the terms of such agreement, including the Executive’s revised title and responsibilities and modified compensation; and

 

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereby agree as follows:

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Employment Agreement as of the day and year first above written.

LANDAUER, INC.

 

 

By /s/ Michael T. Leatherman

EXECUTIVE:

 

/s/ R. Craig Yoder

 R. Craig Yoder

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News Release

 

LANDAUER

 

 

 

LANDAUER, INC. Announces

Dr. craig yoder to lead its technology advisory board

 

 

For Further Information Contact:

Jim Polson

FTI Consulting

Phone: 312-553-6730

Email: jim.polson@fticonsulting.com

 

 

GLENWOOD, Ill.— February 11, 2015—Landauer, Inc. (NYSE: LDR), a recognized leader in personal and environmental radiation measurement and monitoring, outsourced medical physics services and medical consumable accessories, today announced that Dr. Craig Yoder will transition from his role as Senior Vice President – Technology and International Business to lead the Company’s Technology Advisory Board.

 

Mike Leatherman, President and CEO stated, “Over the years, Dr. Yoder and his team have been instrumental in the development of several innovative technologies for Landauer including our existing OSL Technology and our emerging Verifii solid state sensor platform. Our combined team of veteran scientists will oversee bringing the solid state sensor platform to market. While Craig will continue to advise the team driving the commercialization of the Verifii platform, he will transition from a research and operational role to a strategic role. In his new role, Craig will collaborate with our impressive network of scientists, scholars and business leaders regarding the future potential of our digital dosimeter.”

 

As a result of this organizational change, Dr. Yoder will resign certain officer and board positions at Landauer and its affiliates. He will remain as an employee and executive at Landauer.

 

 

 

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News Release

 

LANDAUER

 

 

 

LANDAUER, INC. PROVIDES BUSINESS UPDATE

Company Affirms 2015 Outlook;

Announces Delay in Reporting FY2015 First Quarter Financial Results

 

 

 

For Further Information Contact:

Jim Polson

FTI Consulting

Phone: 312-553-6730

Email: jim.polson@fticonsulting.com

 

 

GLENWOOD, Ill.— February 9, 2015—Landauer, Inc. (NYSE: LDR), a recognized leader in personal and environmental radiation measurement and monitoring, outsourced medical physics services and medical consumable accessories, today reported that it is affirming the guidance issued for its fiscal year 2015 and that it has filed for an extension to file its fiscal first quarter 2015 Form 10Q.

 

 

Fiscal 2015 Financial Guidance

 

 

Mike Leatherman, President and CEO stated, “The need for an extension to file our first quarter Form 10-Q is due solely to the impact of the delayed year-end Form 10-K filing. It is important to clarify that there are no additional financial reporting issues expected at this time in the first quarter. We expect to file our first quarter results during the first week of March 2015. We will be announcing the actual filing date later this month, and expect to return to a normal reporting cycle for our fiscal second quarter. We look forward to providing a detailed overview of our results and strategic progress on the first quarter 2015 call next month.”

 

 

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About Landauer

 

Landauer is a leading global provider of technical and analytical services to determine occupational and environmental radiation exposure, the leading domestic provider of outsourced medical physics services, as well as a provider of high quality medical accessories used in radiology, radiation therapy, and image guided surgery procedures.  For more than 50 years, the Company has provided complete radiation dosimetry services to hospitals, medical and dental offices, universities, national laboratories, nuclear facilities 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 customers, and the analysis and reporting of exposure findings.  The Company provides its dosimetry services to approximately 1.8 million individuals globally.  In addition, through its Medical Physics segment, the Company provides therapeutic and imaging physics services to the medical physics community. Through its Medical Products segment, the Company provides medical consumable accessories used in radiology, radiation therapy, and image guided surgery procedures.  For information about Landauer, please visit their website at http://www.landauer.com.

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Safe Harbor Statement

 

Some of the information shared here (including, in particular, the section titled “Fiscal 2015 Financial Guidance”) constitutes forward-looking statements that are based on assumptions and involve certain risks and uncertainties.  These include the following, without limitation: assumptions, risks and uncertainties associated with the Company’s future performance, the Company’s development and introduction of new technologies in general; the ability to protect and utilize the Company’s intellectual property; events or circumstances which result in an impairment of assets, including but not limited to, goodwill and identifiable intangible assets; continued customer acceptance of the InLight technology; the adaptability of optically stimulated luminescence (OSL) technology to new platforms and formats; military and other government funding for the purchase of certain of the Company’s equipment and services; the impact on sales and pricing of certain customer group purchasing arrangements; changes in spending or reimbursement for medical products or services; the costs associated with the Company’s research and business development efforts; the usefulness of older technologies and related licenses and intellectual property; the effectiveness of and costs associated with the Company’s IT platform enhancements; the anticipated results of operations of the Company and its subsidiaries or ventures; valuation of the Company’s long-lived assets or business units relative to future cash flows; changes in pricing of products and services; changes in postal and delivery practices; the Company’s business plans; anticipated revenue and cost growth; the ability to integrate the operations of acquired businesses and to realize the expected benefits of acquisitions; the risks associated with conducting business internationally; costs incurred for potential acquisitions or similar transactions; other anticipated financial events; the effects of changing economic and competitive conditions, including instability in capital markets which could impact availability of short and long-term financing; the timing and extent of changes in interest rates; the level of borrowings; foreign exchange rates; government regulations; accreditation requirements; changes in the trading market that affect the costs of obligations under the Company’s benefit plans; and pending accounting pronouncements.  These assumptions may not materialize to the extent assumed, and risks and uncertainties may cause actual results to be different from what is anticipated today.  These risks and uncertainties also may result in changes to the Company’s business plans and prospects, and could create the need from time to time to write down the value of assets or otherwise cause the Company to incur unanticipated expenses.  Additional information may be obtained by reviewing the information set forth in Item 1A “Risk Factors” and Item 7A “Quantitative and Qualitative Disclosures about Market Risk” and information contained in the Company's Annual Report on Form 10-K for the year ended September 30, 2014 and other reports filed by the Company, from time to time, with the Securities and Exchange Commission.  Forward-looking statements included in this release speak only as of the date hereof.  The Company does not undertake, and expressly disclaims, any duty to update any forward-looking statement whether as a result of new information, future events or changes in the Company’s expectations, except as required by law.

 

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