LANDAUER INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-10-19: Form 8-K; Period of report 2017-10-19; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.02.
- 2017-09-06: Form 8-K; Period of report 2017-09-05; Description 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.01.
- 2017-09-06: Form 8-K; Period of report 2017-09-06; Description 8.01 Other Events; Details 8.01.
- 2017-08-18: Form 8-K; Period of report 2017-08-18; Description 8.01 Other Events.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-10-19 | 8-K | 2017-10-19 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.02 In connection with the Merger, on October 19, 2017, the Company repaid in full all outstanding amounts under that certain Second Amended and Restated Credit Agreement, dated as of July 13, 2017 (as amended, modified, extended, restated, replaced, or supplemented from time to time), among the Company, Global Physics Solutions, Inc., a Delaware corporation, Landauer Europe, Ltd., a company registered in England and Wales, BMO Harris Bank N.A., as agent for the lenders, and the lenders from time to time party thereto. 2.01 The disclosures under the Introductory Note and Item 3.01 are incorporated herein by reference. 3.01 On October 19, 2017, the Company (i) notified the New York Stock Exchange (the “NYSE”) of the consummation of the Merger and (ii) requested that the NYSE (x) suspend trading of the Company Common Stock effective before the opening of trading on October 19, 2017 and (y) promptly file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 The disclosures under the Introductory Note, Item 3.01 and Item 5.03 are incorporated herein by reference. 5.01 The disclosures under the Introductory Note and Item 3.01 are incorporated herein by reference. 5.02 Pursuant to the Merger Agreement, as of the Effective Time, the directors of Sub immediately prior to the Effective Time became the directors of the Surviving Corporation. 5.03 Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s certificate of incorporation was amended and restated in its entirety. | d473156d8k.htm |
| 2017-09-06 | 8-K | 2017-09-05 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.02 In connection with the entry into the Merger Agreement, the Company Board approved “success bonuses” to certain members of Company management. 5.03 On September 5, 2017, the Company Board approved and adopted an amendment to the Amended and Restated By-laws of the Company (the “Bylaws”), adding to the Bylaws a new Article VIII titled “Forum for Certain Actions.” Article VIII provides that, unless a majority of the Company Board consents in writing to the selection of an alternative forum (which consent may be given at any time, including during the pendency of litigation), the Court of Chancery of the State of Delaware or, if that court or another state court located within the State of Delaware does not have jurisdiction, the federal district court for the District of Delaware, will be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (c) any action asserting a claim against the Company or any of its directors, officers or other employees arising pursuant to any provision of the DGCL, the Company’s certificate of incorporation or the Bylaws (in each case, as may be amended from time to time) or (d) any action asserting a claim against the Company or any of its directors, officers or other employees governed by the internal affairs doctrine of the State of Delaware. 8.01 Tender and Support Agreement. | d648450d8k.htm |
| 2017-09-06 | 8-K | 2017-09-06 | 8.01 Other Events | 8.01 On September 6, 2017, Landauer, Inc., a Delaware corporation (the “Company”), issued a press release announcing the execution of an Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 6, 2017, by and among the Company, Fortive Corporation, a Delaware corporation (“Parent”), and Fern Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Sub”). | d448803d8k.htm |
| 2017-08-18 | 8-K | 2017-08-18 | 8.01 Other Events | ldr-20170818x8k.htm | |
| 2017-08-10 | 8-K | 2017-08-10 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | ldr-20170810x8k.htm | |
| 2017-07-18 | 8-K | 2017-07-17 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | ldr-20170717x8k.htm | |
| 2017-05-10 | 8-K | 2017-05-10 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | ldr-20170510x8k.htm | |
| 2017-05-05 | 8-K | 2017-05-05 | 8.01 Other Events | ldr-20170505x8k.htm | |
| 2017-05-02 | 8-K | 2017-05-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | ldr-20170502x8k.htm | |
| 2017-02-23 | 8-K | 2017-02-23 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | ldr-20170223x8k.htm | |
| 2017-02-10 | 8-K | 2017-02-10 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | ldr-20170210x8k.htm | |
| 2017-01-12 | 8-K | 2017-01-12 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | ldr-20170112x8k.htm |