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):  August 25, 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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Appointment of Michael P. Kaminski as President and Chief Executive Officer and Member of the Board of Directors

 

On August 25, 2015, the Board of Directors (the “Board”) of Landauer, Inc. (the “Company”) appointed Michael P. Kaminski as the Company’s President and Chief Executive Officer, as well as its principal executive officer, and a member of the Board, each effective on October 1, 2015.  In connection with the appointment of Mr. Kaminski as a member of the Board, the Board approved the increase in the size of the Board from seven to eight effective October 1, 2015.  A press release announcing Mr. Kaminski’s appointments is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Prior to this appointment, Mr. Kaminski, age 55, served as President, Radiation Measurement of the Company since joining the Company in April 2013.  Prior to joining the Company, Mr. Kaminski was employed with Stereotaxis, Inc. (NASDAQ: STXS), a designer, manufacturer and marketer of robotic systems and instruments for use primarily by electrophysiologists for the treatment of abnormal heart rhythms known as cardiac arrhythmias, where he held various senior positions from 2002 until becoming its President and Chief Executive Officer beginning in January 2009.  Mr. Kaminski held other senior positions at Stereotaxis since 2002.  Prior to joining Stereotaxis, Mr. Kaminski spent nearly 20 years with Hill-Rom Company (Hillenbrand Industries) (NYSE: HRC), a leading global medical technology company, where he held several senior level positions.  Mr. Kaminski earned an M.B.A. from Xavier University and a B.S. in Marketing from Indiana University.

 

There are no arrangements or understandings between Mr. Kaminski and any other persons pursuant to which he was selected as President and Chief Executive Officer and a member of the Board.  There are also no family relationships between Mr. Kaminski 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 August 25, 2015, the Company and Mr. Kaminski entered into a Promotion Letter (the “Kaminski Agreement”).  Pursuant to the Kaminski Agreement, Mr. Kaminski will remain the President, Radiation Measurement of the Company through September 30, 2015 and his current compensation will remain unchanged through September 30, 2015.  Effective October 1, 2015, pursuant to the Kaminski Agreement, Mr. Kaminski’s annual base salary will be adjusted to $525,000 and Mr. Kaminski 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. Executive Severance Plan (the “Executive Severance Plan”) and the Landauer, Inc. Executive Special Severance Plan (the “Special Severance Plan”), subject to the terms of such plans and programs, as they may be amended from time to time.  As of October 1, 2015, Mr. Kaminski will be named a Tier 1 participant in the Executive Severance Plan and the Special Severance Plan (as defined in such plans).  The Company will make employer contributions on behalf of Mr. Kaminski under the Excess Plan at the rate of 7.5% of the salary paid to Mr. Kaminski annually.  Mr. Kaminski will have the opportunity to earn annual bonuses under the short-term incentive program under the Company’s Incentive Compensation Plan, with a target incentive bonus opportunity of 50% of base salary.

 

Pursuant to the Kaminski Agreement, Mr. Kaminski remains eligible to participate in the Company’s long-term incentive program under the Company’s Incentive Compensation Plan.  Effective October 1, 2015, his long-term incentive opportunity will be increased to 130% of base salary.  His award for the performance period beginning October 1, 2015 will be in the form of performance-based restricted stock.

 

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

 

Resignation of Michael T. Leatherman as President and Chief Executive Officer and Appointment as Executive Chairman of the Board of Directors

 

Michael T. Leatherman, the Company’s President and Chief Executive Officer, will be stepping down from such position, effective as of October 1, 2015.  On August 25, 2015, the Board appointed Mr. Leatherman to the new position of Executive Chairman of the Board, effective as of October 1, 2015.  A press release announcing Mr. Leatherman’s resignation as President and Chief Executive Officer and appointment as Executive Chairman of the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

There are no arrangements or understandings between Mr. Leatherman and any other persons pursuant to which he was selected as Executive Chairman of the Board.  There are also no family relationships between Mr. Leatherman 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 August 25, 2015, the Company and Mr. Leatherman entered into a Letter Agreement (the “Leatherman Agreement”).  Pursuant to the Leatherman Agreement, Mr. Leatherman will remain the President and Chief Executive Officer of the Company through September 30, 2015 and his current compensation will remain unchanged through September 30, 2015.  Effective October 1, 2015, Mr. Leatherman’s annual base salary will be adjusted to $175,000 and Mr. Leatherman will remain eligible to participate in the Company’s employee benefit plans and programs in which he participated prior to October 1, 2015, subject to the terms of such plans and programs, as they may be amended from time to time.  However, effective October 1, 2015, he will cease participation in the Special Severance Plan and remain ineligible to participate in the Executive Severance Plan.  The Company will make employer contributions on behalf of Mr. Leatherman under the Excess Plan at the rate of 7.5% of the salary paid to Mr. Leatherman annually.  Mr. Leatherman will not be eligible to receive an annual bonus.

 

Pursuant to the Leatherman Agreement, Mr. Leatherman is eligible to participate in the Company’s long-term incentive program under the Company’s Incentive Compensation Plan.  Effective October 1, 2015, his long-term incentive opportunity will be 200% of base salary.  His award for the performance period beginning October 1, 2015 will be in the form of performance-based restricted stock.

 

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

 

Appointment of Robert J. Cronin as Lead Director

 

On August 25, 2015, the Board appointed Robert J. Cronin to the new position of Lead Director of the Board.  A press release announcing Mr. Cronin’s appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

For his services as Lead Director, Mr. Cronin will receive an annual retainer of $25,000 in addition to the annual retainer paid to Mr. Cronin as a member of the Board.  Mr. Cronin is currently a member of the Audit Committee and the Governance and Nominating Committee and has been a member of the Board since 1997

 

There are no arrangements or understandings between Mr. Cronin and any other persons pursuant to which he was appointed as Lead Director.  There are also no family relationships between Mr. Cronin 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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At its meeting on August 25, 2015, the Board declared a regular quarterly cash dividend of $0.275 per share. The dividend will be paid on October 2, 2015, to shareholders of record on September 11, 2015.  A copy of the Press Release is furnished as Exhibit 99.2 to this Current Report on Form 8-K

 

 

 

(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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Exhibit 10.1

LANDAUER

August 25, 2015     

 

Michael Kaminski

[Address]

 

Dear Michael:

 

This letter is intended to memorialize our recent discussions regarding changes to your compensation in connection with your upcoming promotion to President and Chief Executive Officer of Landauer, Inc. (“Landauer”), reporting to the Board of Directors of Landauer (the “Board”).

 

You will become President and Chief Executive Officer of Landauer effective October 1, 2015.  Your compensation will remain at its current levels through September 30, 2015. 

 

The following summarizes the terms and conditions of your compensation, effective October 1, 2015:

 

 

 

 

Your signature below indicates your acceptance of this position with Landauer.  The executed document may be returned via PDF file (email) or faxed to Kathy Bober, Director of Human Resources at [___].  Should you have any questions, please do not hesitate to call me at [___] during the day or on my cell at [___].

 

Sincerely,

 

/s/ Bill Dempsey

 

Bill Dempsey

Chair of the Compensation Committee of the Board

 

 

Accepted:/s/ Michael KaminskiDated: August 25, 2015

Michael Kaminski

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Exhibit 10.2

LANDAUER

August 25, 2015     

 

Michael T. Leatherman

[Address]

 

Dear Michael:

 

This letter is intended to memorialize our recent discussions regarding changes to your compensation in connection with your transition to the role of Executive Chairman of the Board of Directors of Landauer, Inc. (“Landauer”). 

 

You will become Executive Chairman effective October 1, 2015.  You will remain President and Chief Executive Officer of Landauer, and your current compensation will remain unchanged, through September 30, 2015. 

 

The following summarizes the terms and conditions of your compensation, effective October 1, 2015:

 

 

 

 

Your signature below indicates your acceptance of this position with Landauer.  The executed document may be returned via PDF file (email) or faxed to Kathy Bober, Director of Human Resources at [____].  Should you have any questions, please do not hesitate to call me at [____] during the day or on my cell at [____].

 

Sincerely,

 

/s/ Bill Dempsey

 

Bill Dempsey

Chair of the Compensation Committee of the Board

 

Accepted:/s/ Michael T. LeathermanDated: August 25, 2015

Michael T. Leatherman

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News Release

 

LANDAUER

 

 

 

LANDAUER, INC. names Mike KAMINSKI PRESIDENT and CHIEF EXeCUTIVE OFFICER, EFFECTIVE OCTOBER 1

 

 

 

 

For Further Information Contact:

Michael DeGraff 

Sard Verbinnen & Co 

Phone: 312.895.4734 

Email: mdegraff@sardverb.com 

 

 

GLENWOOD, Ill. —  August 26, 2015 — Landauer, Inc. (NYSE: LDR), a recognized leader in personal and environmental radiation measurement and monitoring, outsourced medical physics services and high quality medical consumable accessories, today announced that its Board of Directors has elected  P. Kaminski  to succeed Michael T. Leatherman as President and Chief Executive Officer of the Company, effective October 1, 2015. Mr. Kaminski has also been appointed to the company's Board of Directors, effective the same date. Mr. Kaminski currently serves as President of Landauer’s Radiation Measurement business.

 

In addition, the Board of Directors appointed Mr. Leatherman to the role of Executive Chairman of the Board of Directors and announced that Robert Cronin, Landauer’s current Chairman, will become the Board’s Lead Independent Director, both effective October 1, 2015. 

 

Mr. Leatherman said, “It has been an honor to lead ,  and I’m proud of the progress the company has made on its growth initiatives. We are well positioned as the leading provider of enterprise-wide radiation management solutions and poised to capitalize on the significant market opportunities ahead.  Over the past few years, Mike Kaminski has been critical to our efforts, and I look forward to continuing to support Mike and the rest of our outstanding team as the company builds on its strong platform for future growth.”

 

Mr. Cronin stated, “We have a highly skilled and seasoned executive in Mike Kaminski, with a demonstrated track record and a deep understanding of our business and our customers. During his tenure, Mike has made exceptional contributions to Landauer, including driving innovation and market development, implementing lean processes and positioning our Radiation Measurement business as an engine for future growth.  We are confident in Mike’s ability to lead the company forward and execute on our plan for sustainable growth.”

 

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Cronin continued, “On behalf of the Board, I would also like to thank Mike Leatherman for his tremendous leadership during an important time for the company.  It has been a pleasure to work with him, and we look forward to continuing to benefit from his strategic counsel in his new role as Executive Chairman.”

 

Mr. Kaminski stated, “I am excited to have the opportunity to lead this outstanding organization, and I  look forward to continuing to work with  Leatherman in his new role as well as with our entire management team and talented professionals around the world. Today, we  are successfully executing on our key initiatives and are well positioned to meet the emerging needs for a broader radiation management solution.  We continue to see strong demand for our solutions and believe we have the right plan in place to leverage Landauer’s unique market position and drive significant growth and long-term value for shareholders.”  

 

Mr. Kaminski,  55, joined Landauer in April 2013 as President of the Radiation Measurement Division, the company’s largest business segment. Prior to joining Landauer, Mr. Kaminski was the President and CEO of Stereotaxis, a medical robotic company. Before Stereotaxis, Mr. Kaminski spent nearly 20 years at Hill-Rom Inc. where he held several functional positions, including sales, service, marketing, and operations.  He also served in key executive leadership positions, which included general management of the hospital business. During Mr. Kaminski’s tenure at Hill-Rom, the company grew from $100M to over $1.1B in revenue.

 

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 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; 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 services and products; 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. 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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News Release

 

LANDAUER

For Immediate Release

 

LANDAUER, INC.  DECLARES REGULAR CASH DIVIDEND

 

 

For Further Information Contact:

Michael DeGraff 

Sard Verbinnen & Co 

Phone: 312.895.4734 

Email: mdegraff@sardverb.com 

 

GLENWOOD, ILLINOIS, August 26, 2015 - Landauer, Inc. (NYSE: LDR), a recognized leader in personal and environmental radiation measurement and monitoring, outsourced medical physics services and high quality medical consumable accessories, announced that its Board of Directors declared on August 25, 2015, a regular quarterly cash dividend of $0.275 per share.  The dividend will be paid on October 2, 2015, to shareholders of record on September 11, 2015.

 

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 our website at http://www.landauer.com.

 

For the latest news releases and other corporate documents on Landauer, Inc., visit

www.landauer.com 

 

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