Post-effective Amendment to an S-8 Filing (s-8 Pos)
October 19 2017 - 5:18PM
Edgar (US Regulatory)
Registration
No. 33-62220
Registration
No. 333-72479
Registration
No. 333-103046
Registration
No. 333-122509
Registration
No. 333-126329
Registration
No. 333-180361
Registration
No. 333-211922
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement No. 33-62220
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement No. 333-72479
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement No. 333-103046
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement No. 333-122509
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement No. 333-126329
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement No. 333-180361
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement No. 333-211922
UNDER
THE
SECURITIES ACT OF 1933
Landauer, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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06-1218089
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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2 Science Road
Glenwood, Illinois 60425
(Address of Principal Executive Offices and Zip Code)
Key Employee Stock Bonus and Option Plan
Landauer, Inc. Amended and Restated 1996 Equity Plan
Landauer, Inc. 1997
Non-Employee
Directors Stock Option Plan
Landauer, Inc. Amended and Restated 1997
Non-Employee
Directors Stock Option Plan
Landauer, Inc. 2005 Long-Term Incentive Plan
Landauer, Inc. 401(k) Retirement Savings Plan
Landauer, Inc. Incentive Compensation Plan
Landauer, Inc. 2016 Incentive Compensation Plan
(Full title of the plans)
Daniel J. Fujii
Vice
President, Chief Financial Officer and Secretary
Landauer, Inc.
2 Science Road
Glenwood,
Illinois 60425
(708)
755-7000
(Name, address and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated
filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
Landauer, Inc., a Delaware corporation (the
Company
), is filing with the United States Securities and Exchange Commission
(the
SEC
) these Post-Effective Amendments (these
Post-Effective Amendments
) to deregister all shares of the Companys common stock, par value $0.10 per share (the
Common Stock
) originally
registered by the Company pursuant to the Registration Statements on Form
S-8
(each a
Registration Statement
, and collectively, the
Registration Statements
) listed below,
which have not been sold or otherwise issued as of the date of filing of these Post-Effective Amendments:
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Registration Statement on Form
S-8
(No.
33-62220),
filed with the SEC on May 5, 1993, pertaining to the registration of shares of
Common Stock issuable pursuant to the Key Employee Stock Bonus and Option Plan;
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Registration Statement on Form
S-8
(No.
333-72479),
filed with the SEC on February 17, 1999, pertaining to the registration of shares
of Common Stock issuable pursuant to the Landauer, Inc. Amended and Restated 1996 Equity Plan and Landauer, Inc. 1997
Non-Employee
Directors Stock Option Plan;
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Registration Statement on Form
S-8
(No.
333-103046),
filed with the SEC on February 7, 2003, pertaining to the registration of shares
of Common Stock issuable pursuant to the Landauer, Inc. Amended and Restated 1996 Equity Plan and Landauer, Inc. Amended and Restated 1997
Non-Employee
Directors Stock Option Plan;
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Registration Statement on Form
S-8
(No.
333-122509),
filed with the SEC on February 3, 2005, pertaining to the registration of shares
of Common Stock issuable pursuant to the Landauer, Inc. 2005 Long-Term Incentive Plan;
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Registration Statement on Form
S-8
(No.
333-126329),
filed with the SEC on July 1, 2005, pertaining to the registration of shares of
Common Stock issuable pursuant to the Landauer, Inc. 401(k) Retirement Savings Plan;
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Registration Statement on Form
S-8
(No.
333-180361),
filed with the SEC on March 26, 2012, pertaining to the registration of shares of
Common Stock issuable pursuant to the Landauer, Inc. Incentive Compensation Plan; and
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Registration Statement on Form
S-8
(No.
333-211922),
filed with the SEC on June 8, 2016, pertaining to the registration of shares of
Common Stock issuable pursuant to the Landauer, Inc. 2016 Incentive Compensation Plan.
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On October 19, 2017, the
Company completed its previously disclosed merger with Fortive Corporation, a Delaware corporation (
Parent
), that was contemplated by that certain Agreement and Plan of Merger (the
Merger Agreement
), dated as of
September 6, 2017, by and among the Company, Parent and Fern Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (
Sub
). Pursuant to the Merger Agreement, Sub merged with and into the
Company (the
Merger
), with the Company continuing as the surviving corporation in the Merger. As a result of the Merger, each outstanding share of Common Stock was automatically converted into the right to receive the merger
consideration described in the Merger Agreement. In connection with the Merger, the Company is terminating all offerings of its securities pursuant to the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form
S-8
and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Glenwood, State of Illinois, on October 19, 2017.
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Landauer, Inc.
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By:
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/s/ Daniel J. Fujii
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Daniel J. Fujii
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Vice President, Chief Financial Officer and Secretary
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No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 of the
Securities Act of 1933, as amended.
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