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):    April 15, 2015

 

 

 

 

 

 

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.

 

Appointment of Jeffrey A. Bailey as Independent Director

 

On April 15, 2015, the Board of Directors of Landauer, Inc. (the “Company”) appointed Jeffrey A. Bailey as an Independent Director of the Board of Directors.  A press release announcing Mr. Bailey’s appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Mr. Bailey will participate in the current director compensation arrangements applicable to non-employee directors. Under the terms of those arrangements, he will receive a prorated annual retainer of $19,320 for service on the Company’s Board of Directors for fiscal 2015. Pursuant to the Company’s long-term incentive plan, Mr. Bailey was granted units of 2,724 restricted shares of common stock with a grant date value of $97,383 that vest ratably over the two years after the grant date.

 

There are no arrangements or understandings between Mr. Bailey and any other persons pursuant to which he was appointed as an Independent Director.  There are also no family relationships between Mr. Bailey and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Appointment of Daniel J. Fujii as Vice President and Chief Financial Officer and Secretary

 

On April 15, 2015, the Board of Directors the Company appointed Daniel J. Fujii as the Company’s Vice President and Chief Financial Officer and Secretary, as well as its principal financial officer, each effective on April 15, 2015.  A press release announcing Mr. Fujii’s appointment is attached as Exhibit 99.2 to this Current Report on Form 8-K.

 

Prior to this appointment, Mr. Fujii, age 40, served as Vice President, Corporate Controller and Chief Accounting Officer of the Company since April 2014.   From January 2012 to March 2014, he was a corporate controller of Actient Pharmaceuticals, LLC, a private specialty pharmaceuticals company that was acquired by Auxilium Pharmaceuticals, Inc. (NASDAQ: AUXL).  From October 2007 to January 2012, he was director of finance and controller for Nanosphere, Inc. (NASDAQ: NSPH), a manufacturer of medical diagnostic equipment.  Mr. Fujii’s experience includes financial leadership positions at several other publicly held organizations, including Richardson Electronics, Ltd. (NASDAQ: RELL), a provider of engineered solutions and distributor of electronic components to the electron device marketplace, and he began his career at PricewaterhouseCoopers LLP.  He is a certified public accountant and earned a bachelor’s degree in accounting from the University of Illinois.

 

There are no arrangements or understandings between Mr. Fujii and any other persons pursuant to which he was selected as Vice President and Chief Financial Officer and Secretary.  There are also no family relationships between Mr. Fujii and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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On April 15, 2015, the Company and Mr. Fujii entered into a Promotion Letter (the “Fujii Agreement”).  Pursuant to the Fujii Agreement, the Company will pay Mr. Fujii an annual base salary of $320,000 and Mr. Fujii 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 April 15, 2015, Mr. Fujii will be named a Tier II participant in the Special Severance Plan (as defined in such plan). The Company will make employer contributions on behalf of Mr. Fujii under the Excess Plan at the rate of 7.5% annually.  Mr. Fujii will have the opportunity to earn annual bonuses under the Company’s Incentive Compensation Plan for Executive Officers, with a target incentive bonus opportunity of not less than 40% of base salary.  Mr. Fujii’s fiscal 2015 bonus will be prorated for the portion of the year at his prior salary and target bonus percentage (54%) and the remainder of the year at the new salary and target bonus percentage (46%).

 

In connection with the Fujii Agreement, the Company also adjusted Mr. Fujii’s annual long-term incentive opportunity up to $120,000 over a three-year performance period, subject to vesting based on the satisfaction of performance goals related to his employment. The Company also awarded Mr. Fujii an additional $80,000 with a vesting date of April 15, 2018. 

 

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

 

Appointment of Kara B. Venegas as Vice President, Corporate Controller and Chief Accounting Officer

 

On April 15, 2015, the Board of Directors of the Company appointed Kara B. Venegas as the Company’s Vice President, Corporate Controller, as well as its principal accounting officer, each effective on April 15, 2015.  A press release announcing Ms. Venegas’ appointment is attached as Exhibit 99.2 to this Current Report on Form 8-K.

 

Prior to this appointment, Ms. Venegas, age 33, served as Assistant Corporate Controller of the Company since June 2014.  From August 2012 to March 2014, she was the accounting manager for Actient Pharmaceuticals, LLC, a private specialty pharmaceuticals company that was acquired by Auxilium Pharmaceuticals, Inc. (NASDAQ: AUXL).  From February 2005 to August 2012, she worked in a variety of tax, audit and accounting services roles at the public accounting firm CJBS, LLC. Ms. Venegas is a certified public accountant and earned a bachelor’s degree  from Trinity International University.

 

There are no arrangements or understandings between Ms. Venegas and any other persons pursuant to which he was selected as Vice President, Corporate Controller.  There are also no family relationships between Ms. Venegas and any director or executive officer of the Company and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

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On April 15, 2015, the Company and Ms. Venegas entered into a Promotion Letter (the “Venegas Agreement”).  Pursuant to the Venegas Agreement, the Company will pay Ms. Venegas an annual base salary of $200,000 and Ms. Venegas will be eligible to participate in the Company’s employee benefit plans and programs, including the Excess Plan, the Landauer, Inc. 401(k) Plan and the Special Severance Plan, subject to the terms of such plans and programs. As of April 15, 2015, Ms. Venegas will be named a Tier III participant in the Special Severance Plan (as defined in such plan). The Company will make employer contributions on behalf of Ms. Venegas under the Excess Plan at the rate of 7.5% annually.  Ms. Venegas will have the opportunity to earn annual bonuses under the Company’s Incentive Compensation Plan for Executive Officers, with a target incentive bonus opportunity of not less than 30% of base salary.  Ms. Venegas’ fiscal 2015 bonus will be prorated for the portion of the year at her prior salary and target bonus percentage (54%) and the remainder of the year at the new salary and target bonus percentage (46%).  

 

Pursuant to the Venegas Agreement, Ms. Venegas became eligible to participate in the Company’s long-term incentive plan with an annual long-term incentive opportunity of not less than $40,000 over a three-year performance period, subject to vesting based on the satisfaction of performance goals related to her employment. The Company also awarded Ms. Venegas an additional $40,000 with a vesting date of April 15, 2018. 

 

The foregoing summary is qualified in its entirety by reference to the Venegas Agreement, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference.

 

Resignation of Mark A. Zorko as Interim Chief Financial Officer

 

Mark A. Zorko, the Company’s Interim Chief Financial Officer, will be stepping down from such position, effective as of April 15, 2015.  Mr. Zorko will transition back into an advisory role to the Company.  Mr. Zorko will continue on with the Company in the short-term reporting to the CEO in a non-officer role completing special projects.

 

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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LANDAUER

 

April 14, 2015     

 

 

Daniel J. Fujii

[ADDRESS]

[ADDRESS]

 

Dear Daniel:

 

I am privileged extend an offer of promotion and continued employment with Landauer, Inc. as the Vice President and Chief Financial Officer and Secretary reporting to me, effective April 15, 2015. The following is a summary of the terms and conditions of this offer:

 

 

 

 

 

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Daniel J Fujii

April 14, 2015

Page two

 

 

 

Your signature below indicates your acceptance of this position with Landauer.  The executed document may be returned to Kathy Bober, Director of Human Resources via PDF file (email), personal delivery or faxed to at [PHONE NUMBER]. 

 

 

Sincerely,

 

 

/s/ Michael Leatherman

 

Michael Leatherman

President and CEO

 

 

 

 

 

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LANDAUER

April 14, 2015

 

Kara Venegas

[ADDRESS]

[ADDRESS]

Dear Kara:

 

I am privileged extend an offer of promotion and continued employment with Landauer, Inc. as the Vice President Corporate Controller and Chief Accounting Officer reporting to Daniel Fujii, VP, CFO and Secretary effective April 15, 2015. The following is a summary of the terms and conditions of this offer:

 

 

 

 

 

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Kara Venegas

April 14, 2015

Page two

 

 

 

Your signature below indicates your acceptance of this position with Landauer.  The executed document may be returned to Kathy Bober, Director of Human Resources via PDF file (email), personal delivery or faxed to at [PHONE NUMBER]. 

 

 

Sincerely,

 

 

/s/ Michael Leatherman

 

Michael Leatherman

President and CEO

 

 

 

 

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News Release

 

LANDAUER

 

 

 

LANDAUER, INC. appoints

jeffrey bailey as independent director

 

 

 

 

For Further Information Contact:

Jim Polson

FTI Consulting

Phone: 312-553-6730

Email: jim.polson@fticonsulting.com

 

 

GLENWOOD, Ill.— April 15, 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 the appointment of Jeffrey Bailey as an Independent Director, effective April 15, 2015. The Landauer Board of Directors now consists of seven individuals, six of whom are considered independent.

 

“Jeff’s insights and experiences as a provider of products and services to the healthcare market will be an excellent addition to our current team,” said Robert Cronin, Chairman of the Board of Directors at Landauer.   “With strong functional experience in operations, financial management, sales and marketing, Jeff's background includes deep knowledge and understanding of the issues and opportunities created by the new requirements of The Joint Commission. We look forward to benefiting from Jeff’s contributions on our Board for many years to come.” 

 

“I am honored to join the Board of Directors and am excited to be working with the Landauer team,” said Jeff Bailey. “Landauer has an excellent reputation in its field and is poised to build on its history of innovation and market leadership. I look forward to contributing to its future success as the company extends its role as a pioneer in the industry.”

 

Mr. Bailey has nearly 30 years of experience in the pharmaceutical industry with a broad range of functional leadership experience. Since 2013, he has been the President and Chief Executive Officer and a Director of Lantheus Medical Imaging, Inc.,a  global leader in providing diagnostic imaging agents, primarily used for the diagnosis of cardiovascular diseases. Prior experiences include Chief Operating Officer of Fougera Pharmaceuticals (formerly Nycomed US), Chief Commercial Officer of King-Pfizer Pharmaceuticals, President and General Manager of Novartis NorthWest Operating Unit and various executive, commercial and manufacturing roles within the Johnson & Johnson family of companies.

 

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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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News Release

 

LANDAUER

 

 

 

LANDAUER, INC. Announces 

financial leadership TRANSITION

Current Corporate Controller Dan Fujii named CFO;

Interim CFO Mark Zorko transitioning to advisory role;

Kara Venegas confirmed as Corporate Controller and CAO

 

 

For Further Information Contact:

Jim Polson

FTI Consulting

Phone: 312-553-6730

Email: jim.polson@fticonsulting.com

 

 

GLENWOOD, Ill.— April 15, 2015—Landauer, Inc. (NYSE: LDR), a recognized leader in personal and environmental radiation measurement and monitoring, outsourced medical physics services and medical consumable accessories, announced that Dan Fujii will transition to the role of Chief Financial Officer and Secretary, effective today.  As planned, Interim Chief Financial Officer Mark Zorko will transition back into an advisory role. Mr. Zorko joined Landauer in April of 2014 to assist with the resolution of accounting issues identified in the company. In addition, he has led several special projects in the financial division. Mr. Zorko will continue on with the company in the short term reporting to the CEO in a non-officer role completing special projects.

 

Mike Leatherman, President and CEO stated, “Mark has been instrumental in the process of rectifying our financial control issues and moving the financial functions of the company forward. His leadership during this period has been critical for Landauer, and I would like to thank him for the significant contributions he has made in his role.”

 

Dan Fujii has been working closely with Mark Zorko the past few months to ensure a smooth transition and will assume the role of permanent Chief Financial Officer and Secretary, effective today. Mr. Fujii joined the company in April 2014 as Vice President,  Corporate Controller with the goal of improving the strength of the financial function within Landauer.  Mr. Fujii has broad experience with ten years at PriceWaterhouseCoopers ending as a senior audit manager. In addition, he has been the corporate controller for a public international electronics company, a private medical device start up that was taken public and a private equity owned pharmaceutical company.

 

Mike Leatherman commented, “Dan has demonstrated an exceptional ability to apply the rigor required to manage the company’s accounting practices and controls as well as the ability to contribute strategically to the business. He has made significant contributions to improve the company’s controls and financial reporting over the past year.  Dan has quickly become a trusted advisor and is a valuable part of our executive team. I look forward to his continued leadership and increased responsibility in building a stronger financial function and contributing to the profitable growth of the company.”

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In addition, Kara Venegas has been promoted to the role of Vice President, Corporate Controller and Chief Accounting Officer, effective today. Ms. Venegas started with Landauer in June 2014 as Assistant Corporate Controller. Prior to Landauer, Kara was the accounting manager for Actient Pharmaceuticals and has seven years of experience in various public accounting roles. Ms. Venegas is a Certified Public Accountant and is currently near completion of a master’s degree in accounting from DePaul University.

 

Dan Fujii stated, “Kara has demonstrated an outstanding ability to provide strong leadership and clear vision for the finance organization.  She has been instrumental in improving the processes and internal controls over financial reporting.  Kara’s extensive knowledge of accounting and controls, as well as her strong business acumen, provides the right combination to complement our existing management team as we build for continued future growth.”

 

 

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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