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SECURITIES AND EXCHANGE COMMISSION FORM 10-K
Washington, DC 20549
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1998
Commission File Number 1-9788
LANDAUER, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1218089
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2 SCIENCE ROAD, GLENWOOD, ILLINOIS 60425
(Address of principal executive offices and zip code)
Registrants telephone number, including area code:
(708) 755-7000
Securities registered pursuant to Section 12(b) of the Act:
COMMON STOCK WITH PAR VALUE OF $.10 AMERICAN STOCK EXCHANGE
(Title of each class) (Name of exchange on which
registered)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes [ X ]
No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.
As of December 10, 1998, 8,609,299 common shares were outstanding,
and the aggregate market value of the voting and non-voting common
equities (based upon the closing price on the American Stock Exchange)
held by non-affiliates was approximately $220,000,000.
Certain portions of the registrants definitive Proxy Statement in
connection with the February 3, 1999 Annual meeting of Stockholders (the
Proxy Statement) are incorporated by reference into Part III of this
Annual Report on Form 10-K.
INDEX
ITEM Page
PART I
1. Business
General Description 6
Marketing and Sales 6
Patents 6
Raw Materials 7
Competition 7
Research and Development 7
Environmental Regulations 7
Employees and Labor Relations 8
2. Properties 8
3. Legal Proceedings 8
4. Submission of Matters to a Vote of Security Holders 8
4A. Executive Officers of the Registrant 8
PART II
5. Market for Registrants Common Stock
and Related Stockholder Matters 8
6. Selected Financial Data 8
7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 9
8. Financial Statements and Supplementary Data
Consolidated Balance Sheets 12
Consolidated Statements of Income 13
Consolidated Statements of Stockholders Investment
and Comprehensive Income 13
Consolidated Statements of Cash Flows 14
Notes to Financial Statements 15
Report of Independent Public Accountants 20
9. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure 21
PART III
10. Directors and Executive Officers of the Registrant 21
11. Executive Compensation 21
12. Security Ownership of Certain Beneficial Owners and Management 21
13. Certain Relationships and Related Transactions 21
PART IV
14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 21
Financial Statements 21
Financial Statement Schedules 21
List of Exhibits 21
Reports on Form 8-K 22
Signatures of Registrant and Directors 23
PART I
ITEM 1. BUSINESS
GENERAL DESCRIPTION
Landauer, Inc. is a Delaware corporation organized on December 22,
1987 to carry on the radiation monitoring business previously carried on
by Tech/Ops, Inc. (Tech/Ops). On February 6, 1991, the Company changed
its name from Tech/Ops Landauer, Inc. to Landauer, Inc.
The Company offers a service for measuring, primarily through
optically stimulated luminescent, film and thermoluminescent badges worn
by client personnel, the dosages of x-ray, gamma radiation and other