LANDAUER, INC. (NYSE:LDR) Files An 8-K Termination of a Material Definitive AgreementItem 1.02
In connection with the Merger, on October19, 2017, the Company repaid in full all outstanding amounts under that certain Second Amended and Restated Credit Agreement, dated as of July13, 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.
The aggregate payoff amount was approximately $102.1million and included all accrued interest associated therewith.
| Item 1.02 | Completion of Acquisition or Disposition of Assets. |
The disclosures under the Introductory Note and Item 1.02 are incorporated herein by reference.
| Item 1.02 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On October19, 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 October19, 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 Section12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Company Common Stock.
| Item 1.02. | Material Modification to Rights of Security Holders. |
The disclosures under the Introductory Note, Item 1.02 and Item 1.02 are incorporated herein by reference.
| Item 1.02. | Changes in Control of Registrant. |
The disclosures under the Introductory Note and Item 1.02 are incorporated herein by reference.
Item 1.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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. The directors of Sub immediately prior to the Effective Time were Emily Weaver and Rajesh Yadava. Information regarding the new directors has been previously disclosed in Schedule I of the Offer to Purchase as filed with the Tender Offer Statement on Schedule TO, originally filed by Purchaser on September20, 2017.
| Item 1.02. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
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. A copy of the Company’s Amended and Restated Certificate of Incorporation is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
to the terms of the Merger Agreement, as of the Effective Time, the Company’s by-laws were amended and restated in their entirety. A copy of the Company’s Amended and Restated By-laws are included as Exhibit 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 1.02 | Financial Statements and Exhibits. |
(d) Exhibits
| * | The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request. |
LANDAUER INC ExhibitEX-3.1 2 d473156dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LANDAUER,…To view the full exhibit click here
About LANDAUER, INC. (NYSE:LDR)
Landauer, Inc. is a provider of technical and analytical services to determine occupational and environmental radiation exposure. The Company is a provider of outsourced medical physics services, and a provider of radiology related medical products. The Company operates through three segments: Radiation Measurement, Medical Physics and Medical Products. The Company provides radiation dosimetry services to hospitals, medical and dental offices, universities, national laboratories, nuclear facilities and other industries. Medical physics services are provided through the Company’s Landauer Medical Physics (LMP) division. The Company uses LMP as a platform to expand into the medical physics services market, serving domestic hospitals, radiation therapy centers and imaging centers. The Company’s Medical Products segment provides medical consumable accessories used in radiology, radiation therapy and image guided surgery procedures.
