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) ~~September~~October 519, 2017

LANDAUER, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

1-9788

06-1218089

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

2 Science Road, Glenwood, Illinois 60425

(Address of Principal Executive Offices) (Zip Code)

~~Registrant’s telephone number, including area code~~ (708) 755-7000

Registrant’s telephone number, including area code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

☐	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~INTRODUCTORY ~~1.01~~NOTE ~~Entry into a Material Definitive Agreement.~~

OnAs previously disclosed, on September 6, 2017, Landauer, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), 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”). APursuant ~~copy~~to the terms of the Merger Agreement, isSub ~~filed~~commenced asa ~~Exhibit~~tender ~~2.1~~offer to(the ~~this~~“Offer”) ~~Current~~to ~~Report~~purchase onany ~~Form~~and ~~8-K~~all ~~and~~of ~~incorporated~~the ~~herein~~outstanding byshares ~~reference.~~of ~~The~~common ~~Merger~~stock, ~~Agreement~~par value ~~and~~$0.10 ~~the~~per ~~consummation~~share, of the ~~transactions~~Company ~~contemplated~~(“Company ~~thereby~~Common ~~have~~Stock”), ~~been unanimously~~at ~~approved~~a byprice ~~the~~per ~~Company’s~~share ~~board~~ of ~~directors~~$67.25 (the “~~Company~~Offer ~~Board~~Price”), subject to any required withholding of taxes, net to the seller thereof in cash, without interest.

The Offer ~~and~~expired ~~Merger~~at 11:59 p.m. ~~Pursuant to~~(New ~~the~~York ~~Merger~~City ~~Agreement,~~time) on ~~the~~October 18, ~~terms~~2017 and ~~subject~~was tonot ~~the~~extended. ~~conditions~~Computershare ~~set~~Trust ~~forth in the Merger Agreement~~Company, ~~as promptly as reasonably practicable (and~~N.A., in ~~any~~its ~~event,~~capacity noas ~~later~~the ~~than~~paying ~~September 20,~~agent ~~2017), Sub will commence a tender offer~~ (the “~~Offer~~Paying Agent”), tohas ~~purchase~~advised ~~any~~that, ~~(subject~~as toof the ~~Minimum~~expiration ~~Tender Condition (as defined below)) and all~~ of the ~~outstanding~~Offer, 7,502,392 shares of ~~common~~Company ~~stock,~~Common ~~par~~Stock ~~value~~(excluding ~~$0.10~~shares ~~per share,~~ of ~~the~~ Company ~~(“Company~~ Common Stock~~”),~~ attendered apursuant ~~price~~to guaranteed ~~per~~delivery ~~share~~procedures ofthat ~~Company~~have ~~Common~~not ~~Stock~~actually ofbeen ~~$67.25~~delivered ~~(such~~in ~~amount,~~settlement or ~~any~~satisfaction ~~other~~of ~~amount~~such ~~per~~guarantee ~~share~~prior ~~paid pursuant~~ to the ~~Offer~~expiration ~~and~~of the ~~Merger Agreement, the “~~Offer ~~Price”~~), ~~subject~~representing toapproximately ~~any~~77.87 ~~required~~percent ~~withholding~~ of ~~taxes, net to~~ the ~~seller~~shares ~~thereof in~~of ~~cash,~~Company ~~without~~Common ~~interest,~~Stock onissued ~~the terms~~ and ~~subject~~outstanding toas of the ~~conditions~~expiration ~~and~~of ~~limitations set forth in~~ the ~~Merger~~Offer, ~~Agreement.~~were ~~The~~validly ~~Merger~~tendered ~~Agreement~~and ~~also~~not ~~provides~~properly ~~that,~~withdrawn ~~following~~pursuant to the ~~time~~Offer. ~~Sub~~The ~~irrevocably~~number ~~accepts~~of ~~for payment all~~ shares of Company Common Stock ~~that~~(excluding ~~Sub~~shares ~~became~~of ~~obligated~~Company toCommon ~~purchase~~Stock tendered pursuant to ~~the~~guaranteed ~~Offer,~~delivery ~~upon~~procedures ~~the~~that have ~~terms~~not ~~and~~actually ~~subject~~been todelivered ~~the conditions set forth~~ in ~~the~~settlement ~~Merger~~or ~~Agreement,~~satisfaction ~~Sub~~of ~~will~~such beguarantee ~~merged~~prior ~~with~~to ~~and into~~ the ~~Company~~expiration (of the ~~“Merger”~~Offer) intendered ~~accordance~~satisfied ~~with~~ the ~~General~~ ~~Corporation~~Minimum ~~Law~~Tender ofCondition ~~the State of Delaware~~ (~~the~~as ~~“DGCL”),~~such ~~with~~term ~~the~~is ~~Company~~defined ~~continuing~~in as the ~~surviving~~Merger ~~corporation~~Agreement). ~~The~~As ~~Merger~~the ~~will~~Minimum beTender ~~governed~~Condition and byeach ~~Section 251(h)~~ of the ~~DGCL.~~other ~~Accordingly,~~conditions ~~no vote~~ of ~~stockholders~~the ofOffer ~~the Company~~has ~~will~~been besatisfied ~~required~~(or inwaived), ~~connection~~Sub ~~with~~has ~~the~~irrevocably ~~Merger.~~accepted Asfor apayment ~~result~~all shares of ~~the~~Company ~~Merger,~~Common ~~the~~Stock ~~Company~~that ~~will~~Sub ~~become~~became aobligated ~~wholly~~to ~~owned~~purchase ~~subsidiary~~pursuant ofto ~~Parent~~the Offer.

~~Pursuant~~Following the consummation of the Offer, the remaining conditions to the merger of Sub with and into the Company (the “Merger”) set forth in the Merger Agreement were satisfied, atand on October 19, 2017, Parent completed its acquisition of the Company by consummating the Merger, without a meeting of stockholders of the Company in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), with the Company continuing as the surviving corporation (the “Surviving Corporation”). At the effective time of the Merger (the “Effective Time”), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares ~~held~~of byCompany ~~stockholders~~Common ~~who~~Stock ~~have~~that ~~properly~~were ~~exercised~~held ~~appraisal~~in ~~rights~~the ~~under~~treasury ~~Delaware~~of ~~law~~the ~~and~~ Company, (ii) all shares ~~held~~of inCompany ~~the~~common ~~treasury~~stock owned of ~~the~~record ~~Company or~~ by Parent, Sub or any of their respective wholly owned subsidiaries and (iii) shares ~~will~~of ~~automatically~~Company beCommon Stock owned by a person who is entitled to appraisal rights under Section 262 of the DGCL and has complied with all provisions of the DGCL concerning the right of holders of shares of Company Common Stock to require appraisal of such shares) was converted into the right to receive the Offer Price in cash, without ~~subject~~interest (the “Merger Consideration”), and all such shares of Company Common Stock ceased to be outstanding, were cancelled and ceased to exist, and each holder thereof ceased to have any ~~required~~rights ~~withholding~~with ofrespect ~~taxes~~thereto, except the right to receive the Merger Consideration without interest thereon, subject to applicable withholding.

~~Treatment~~Pursuant ofto ~~Outstanding~~the ~~Equity~~terms ~~Awards.~~of ~~The~~the Merger Agreement ~~also~~and ~~provides~~resolutions ~~that~~adopted by the ~~Company~~board ~~Board~~of ordirectors aof ~~committee~~the ~~thereof~~Company ~~will~~(the ~~adopt appropriate resolutions to provide that~~“Board”), immediately prior to the Effective Time, each outstanding award of shares of Company Common Stock subject to forfeiture restrictions or other restrictions (such stock that is not Performance-Based Restricted Stock, “Restricted Stock”) orgranted ~~other~~pursuant ~~restrictions~~to ~~that~~the ~~are~~Company’s ~~performance-based~~Incentive ~~(“Performance-Based~~Compensation ~~Restricted~~Plan, ~~Stock”)~~the Company’s Incentive Compensation Plan, as amended and ~~granted~~restated ~~pursuant~~on toNovember 12, a2014, or the Company’s ~~stock~~2016 ~~plan~~Incentive Compensation Plan (collectively, ~~will~~the ~~become~~“Company ~~fully~~Stock Plans”), vested ~~and~~in full, all restrictions (including forfeiture restrictions) ~~will~~otherwise applicable ~~lapse.~~to ~~Specifically,~~such ~~the~~vested ~~Merger~~shares ~~Agreement~~lapsed ~~provides~~and ~~that,~~such atvested shares were converted into the ~~Effective~~right ~~Time:~~to receive the Merger Consideration.

•Pursuant to the terms of the Merger Agreement and resolutions adopted by the Board, immediately prior to the Effective Time, each outstanding award of shares of ~~Restricted~~Company Common Stock ~~will~~subject ~~vest~~to inforfeiture ~~full~~restrictions or other restrictions that are performance-based (“Performance-Based Restricted Stock”) and granted pursuant to a Company Stock Plan vested, all restrictions (including forfeiture restrictions) otherwise applicable to such vested shares ~~will~~lapsed ~~lapse;~~and such vested shares were converted into the right to receive the Merger Consideration and any shares not vested pursuant to the foregoing were cancelled and forfeited.

•The foregoing ~~shares~~description of ~~Performance-Based~~the ~~Restricted~~Merger ~~Stock~~Agreement ~~will vest assuming all applicable performance measures are satisfied at target levels~~ and ~~all~~related ~~restrictions~~transactions ~~(including~~does ~~forfeiture restrictions) otherwise applicable to such vested shares will lapse and any such shares~~ not ~~vested~~purport ~~pursuant~~ to ~~the foregoing will~~ be ~~cancelled~~complete and ~~forfeited.~~is ~~However,~~qualified ~~with~~in ~~respect~~its toentirety ~~any~~by ~~Performance-Based~~reference ~~Restricted~~to ~~Stock for which~~ the ~~applicable~~full ~~performance~~text ~~cycle~~of ~~has ended prior to~~ the ~~Effective~~Merger ~~Time~~Agreement, ~~but with respect to which~~ a ~~determination~~copy ~~with respect to the actual achievement~~ of ~~performance~~which ~~measures~~was ~~has~~filed ~~not been made~~ as ofExhibit ~~the~~2.1 ~~Effective Time, no later than immediately prior~~ to the ~~closing of the Merger, the compensation committee of the~~ Company’s ~~Board~~Current ~~shall~~Report ~~make~~on aForm ~~determination of the actual achievement of performance measures applicable to such Performance~~8-~~Based Restricted Stock in good faith and as further set forth in the Merger Agreement~~K, ~~shall~~filed ~~determine~~with the ~~degree~~U.S. toSecurities ~~which such Performance-Based Restricted Stock shall be vested (but in no event at greater than target levels)~~ and ~~all~~Exchange ~~restrictions~~Commission (~~including~~the ~~forfeiture restrictions~~“SEC”) ~~otherwise~~on ~~applicable~~September 6, to2017 ~~such~~and ~~vested~~incorporated ~~shares~~herein ofby ~~Company~~reference. ~~Common~~All capitalized ~~Stock~~terms ~~shall~~used ~~lapse~~herein and ~~any~~not ~~shares~~otherwise ofdefined ~~Company~~have ~~Common~~the ~~Stock~~meanings ~~not~~given ~~vested pursuant~~ to ~~the~~such ~~foregoing~~terms ~~shall~~in bethe ~~cancelled~~Merger ~~and forfeited~~Agreement.

~~Financing~~Item 1.02 ~~The~~Termination ~~consummation~~ of ~~the Offer and the Merger are not subject to~~ a ~~financing~~Material ~~condition.~~Definitive Agreement.

~~Conditions~~In toconnection with the ~~Offer.~~Merger, ~~The~~on ~~obligations of Sub to accept for payment and pay for any shares of Company Common Stock tendered pursuant~~October 19, to2017, the ~~Offer~~Company ~~are~~repaid ~~subject~~in tofull ~~the~~all ~~satisfaction~~outstanding ofamounts ~~specified~~under ~~conditions, including (i)~~ that ~~there~~certain ~~shall~~Second ~~have~~Amended ~~been validly tendered~~ and ~~not~~Restated ~~validly~~Credit ~~withdrawn~~Agreement, ~~prior~~dated toas ~~the expiration~~ of ~~the~~July 13, ~~Offer~~2017 ~~that~~(as ~~number~~amended, ofmodified, ~~shares~~extended, ofrestated, ~~Company Common Stock that~~replaced, ~~when~~ ~~added to the shares of Company Common Stock directly~~ or ~~indirectly~~supplemented ~~owned~~from bytime ~~Parent~~to ~~and its wholly owned subsidiaries~~time), ~~represent at least a majority of~~ among the ~~shares of~~ Company, ~~Common~~Global ~~Stock~~Physics ~~outstanding~~Solutions, onInc., a ~~fully-diluted~~Delaware ~~basis~~corporation, atLandauer ~~such~~Europe, ~~time (the “Minimum Tender Condition”)~~Ltd., ~~(ii) the~~a ~~expiration~~company orregistered ~~termination~~in ofEngland ~~the~~and ~~applicable~~Wales, ~~waiting~~BMO ~~period~~Harris ~~(or~~Bank ~~any~~N.A., ~~extensions~~as ~~thereof)~~agent ~~under~~for the ~~Hart-Scott-Rodino~~lenders, ~~Antitrust~~and ~~Improvements~~the ~~Act~~lenders offrom ~~1976,~~time asto ~~amended,~~time ~~and~~party ~~(iii) other customary conditions precedent~~thereto.

~~Representations, Warranties and Covenants; Non-Solicitation.~~ The ~~Merger~~aggregate ~~Agreement~~payoff ~~contains representations,~~amount ~~warranties~~was ~~and~~approximately ~~covenants of the Company, Parent and Sub~~$102. These covenants include an obligation of the Company to, subject to certain exceptions, use reasonable best efforts to conduct its operations in all material respects in the ordinary course of business consistent with past practice and use commercially reasonable efforts to preserve intact its present business organization and preserve its current relationships with persons with which the Company or any of its subsidiaries has a business relationship. The Merger Agreement also requires the Company, its subsidiaries and the respective directors and officers of the Company and each wholly owned subsidiary of the Company to immediately cease and terminate any solicitations, discussions or negotiations with respect to any Competing Proposal (as such term is defined in the Merger Agreement) or any inquiries, proposals or offers that would reasonably be expected to lead to a Competing Proposal (as such term is defined in the Merger Agreement) and restricts the Company’s ability to furnish non-public information to, or enter into, continue or participate in any discussions or negotiations with, any third party with respect to any inquiries, proposals or offers that constitute, or that would reasonably be expected to lead to, a Competing Proposal, subject to certain limited exceptions. The Merger Agreement also contains covenants that require, subject to certain limited exceptions, the Company Board to recommend that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock to Sub in the Offer. However, subject to compliance with certain terms and conditions in the Merger Agreement, (i)1 inmillion the event the Company Board receives a Superior Proposal the Company Board is permitted to change its recommendation to the Company’s stockholders or terminate the Merger Agreement to enter into such Superior Proposal (as defined in the Merger Agreement) and ~~(ii) if~~included ~~the~~all ~~Company~~accrued ~~Board~~interest isassociated permitted to change its recommendation to the Company’s stockholders receives a Superior Proposal or in response to an Intervening Event (as such terms are defined in the Merger Agreement) and certain conditions are satisfiedtherewith.

~~Termination;~~Item ~~Termination Fees~~2.01 ~~The~~Completion ~~Merger~~of ~~Agreement~~Acquisition ~~also~~or ~~provides~~Disposition ~~for certain termination rights for both the Company and Parent. Upon termination~~ of ~~the Merger Agreement under certain circumstances, the Company may be obligated to pay Parent a termination fee equal to $23,090,000~~Assets.

The ~~foregoing~~disclosures ~~description~~under of the ~~Merger~~Introductory ~~Agreement~~Note ~~does not purport to be complete~~ and ~~is qualified in its entirety by reference to the full~~ ~~text~~Item ~~of the Merger Agreement, which is filed as Exhibit 2~~3.101 toare ~~this Current Report on Form 8-K and~~ incorporated herein by reference.

~~The Merger~~Item ~~Agreement~~3.01 ~~and~~Notice ~~the above description~~ of ~~the~~Delisting Merger Agreement have been included to provide investors and security holders with information regarding the terms of the Merger Agreement and are not intended to provide any other factual information about the Company, Parent or ~~their~~Failure respective subsidiaries or affiliates. The representations and warranties contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties to ~~the~~Satisfy ~~Merger Agreement, may be subject to~~ a ~~contractual~~Continued ~~standard~~Listing ofRule materiality different from what might be viewed as material to investors and may be subject to limitations agreed upon by the parties to the Merger Agreement, including being qualified by confidential disclosures made by the parties to each other. Such representations and warranties were used for the purpose of allocating risk between the parties to the Merger Agreement, rather than establishing matters of fact, and investors should not rely on the representations and warranties as characterizations of the actual state of facts or ~~condition~~Standard; ofTransfer ~~the Company, Parent or any~~ of ~~their respective subsidiaries, affiliates or businesses~~Listing.

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”). 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 3.03.

Material Modification to Rights of Security Holders.

The disclosures under the Introductory Note, Item 3.01 and Item 5.03 are incorporated herein by reference.

Item 5.01.

Changes in Control of Registrant.

The disclosures under the Introductory Note and Item 3.01 are incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

InPursuant ~~connection~~to ~~with~~ the ~~entry into the~~ Merger Agreement, ~~the~~as ~~Company Board approved “success bonuses” to certain members~~ of ~~Company~~the ~~management. The~~Effective ~~success~~Time, ~~bonuses are intended to align~~ the ~~interests~~directors of ~~management~~Sub ~~and~~immediately ~~the~~prior ~~Company’s stockholders by creating an incentive for management~~ to ~~achieve, and to reward management for~~ ~~achieving, deal terms that are favorable for~~ the ~~Company’s~~Effective ~~stockholders. The~~Time ~~payments~~became ~~are conditioned upon continued employment through~~ the ~~successful~~directors ~~consummation~~ of the ~~Merger~~Surviving Corporation. The ~~amounts~~directors of ~~the~~Sub ~~success~~immediately ~~bonuses~~prior ~~approved~~to ~~for~~the ~~Mike Kaminski,~~Effective ~~Dan~~Time ~~Fujii,~~were ~~Mike~~Emily ~~Kennedy~~Weaver and ~~Doug~~Rajesh ~~King~~Yadava. ~~are,~~Information ~~respectively: $1,704,900,~~regarding ~~$393,300,~~the ~~$393,300~~new ~~and~~directors ~~$458,500.~~has ~~The success bonuses have~~ been ~~memorialized~~previously ~~pursuant~~disclosed ~~to letter agreements~~ in ~~the form filed as Exhibit 10.1 to this Current Report on~~Schedule ~~Form~~I ~~8-K and incorporated herein by reference. The foregoing description~~ of the ~~success~~Offer ~~bonuses~~to ~~does~~Purchase ~~not~~as ~~purport~~filed towith bethe ~~complete~~Tender ~~and~~Offer isStatement ~~qualified~~on inSchedule ~~its~~TO, ~~entirety~~originally filed by ~~reference~~Purchaser toon ~~the~~September 20, ~~full text thereof~~2017.

Item 5.03. Amendments to ~~Certificate~~Articles of Incorporation or Bylaws; Change in Fiscal Year.

OnPursuant ~~September 5, 2017, the Company Board approved and adopted an amendment~~ to the ~~Amended~~terms ~~and Restated By-laws~~ of the ~~Company (the~~ ~~“Bylaws”),~~Merger ~~adding to the Bylaws a new Article VIII titled “Forum for Certain Actions.” Article VIII provides that~~Agreement, ~~unless~~as ~~a majority~~ of the ~~Company~~Effective ~~Board consents in writing to the selection of an alternative forum (which consent may be given at any time~~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,~~certificate ~~(c) any~~of ~~action~~incorporation ~~asserting~~was aamended ~~claim~~and ~~against~~restated ~~the~~in ~~Company or any of~~ its ~~directors,~~entirety. ~~officers~~A orcopy ~~other employees arising pursuant to any provision~~ of ~~the~~ ~~DGCL,~~ the Company’s ~~certificate~~Amended ofand ~~incorporation~~Restated orCertificate ~~the~~of ~~Bylaws~~Incorporation ~~(in~~is ~~each~~included ~~case,~~ as ~~may~~Exhibit be3.1 ~~amended from time~~ to ~~time)~~this Current orReport ~~(d) any~~on ~~action~~Form ~~asserting~~8-K aand ~~claim~~is ~~against~~incorporated ~~the~~herein ~~Company or any of its directors, officers or other employees governed~~ by ~~the~~ ~~internal affairs doctrine of the State of Delaware~~reference.

~~The~~Pursuant ~~foregoing~~to ~~description~~the terms of the ~~Bylaws~~Merger Agreement, isas ~~not~~of ~~complete~~the ~~and~~Effective isTime, ~~qualified~~the inCompany’s ~~its entirety~~ by-laws ~~reference~~were toamended ~~the~~and ~~complete~~restated ~~text~~in oftheir ~~the~~entirety. ~~amendment~~A tocopy of the ~~Bylaws,~~Company’s aAmended ~~copy~~and ofRestated ~~which~~By-laws are isincluded ~~filed~~ as Exhibit 3.12 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 89.01. ~~Other~~Financial ~~Events~~Statements and Exhibits.

Tender and Support Agreement. Concurrently with the execution and delivery of the Merger Agreement, Gilead Capital LP, which owns beneficially or of record approximately 5% of the outstanding shares of Company Common Stock, entered into a tender and support agreement with Parent and Sub pursuant to which it agreed to tender all of such shares in the Offer, subject to certain exceptions. The tender and support agreement automatically terminates upon the termination of the Merger Agreement or upon a Change of Company Recommendation (~~as such term is defined in the Merger Agreement~~d). Exhibits

Important Additional Information


Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated as of September 6, 2017, by and among the Company, Parent and Sub (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on September 6, 2017 (File No. 001-09788)).*

3.1		Amended and Restated Certificate of Incorporation of the Company.

3.2		Amended and Restated By-Laws of the Company.

~~The~~* ~~Offer for shares of the Company Common Stock has not yet commenced. This document does not constitute an offer to buy or the solicitation of an offer to sell any securities.~~ The ~~solicitation and the offer to buy shares of~~ Company ~~Common~~agrees ~~Stock will be made only pursuant~~ to anfurnish ~~offer~~supplementally ~~to purchase and related materials that Parent and Sub intend to file with the U.S. Securities and Exchange Commission (the “SEC”). If the Offer is commenced, Parent and Sub will file~~ a ~~Tender~~copy Offer Statement on Schedule TO with the SEC, and thereafter the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer. The Tender Offer Statement on Schedule TO (including an offer to purchase, a related letter of ~~transmittal and other offer documents) and the Solicitation/Recommendation Statement on Schedule 14D-9 will contain important information that should be considered before~~ any ~~decision~~omitted isexhibit ~~made~~or ~~with~~schedule ~~respect~~ to the ~~Offer. BEFORE MAKING ANY INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE~~ SEC ~~CAREFULLY~~upon ~~AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION~~request. These materials will be sent free of charge to Company stockholders when available, and may also be obtained by writing to the Company at 2 Science Road, Glenwood, Illinois 60425, Attention: Corporate Secretary. In addition, all of these materials (and all other Offer documents filed with the SEC) will be available at no charge from the SEC through its website at www.sec.gov.

~~Cautionary~~SIGNATURES ~~Statement Regarding Forward-Looking Statements~~

~~Forward-looking~~Pursuant ~~statements made herein with respect~~ to the ~~Offer~~requirements ~~and related transactions, including, for example, the timing~~ of the ~~completion of~~Securities ~~the~~Exchange ~~Offer~~Act ~~and the Merger or the potential benefits~~ of ~~the Offer and the Merger~~1934, ~~reflect~~ the ~~current~~registrant ~~analysis~~has ofduly ~~existing~~caused ~~information~~this ~~and~~report ~~are subject~~ to ~~various risks and uncertainties. As a result, caution must~~ be ~~exercised~~signed ~~in relying~~ on ~~forward-looking~~ ~~statements.~~its ~~Due~~behalf ~~to known and unknown risks,~~ by the ~~Company’s~~undersigned ~~actual~~hereunto ~~results~~duly ~~may differ materially from its expectations or projections~~authorized.

The following factors, among others, could cause actual plans and results to differ materially from those described in forward-looking statements. Such factors include, but are not limited to, the effect of the announcement of the Offer and related transactions on the Company’s business relationships, operating results and business generally; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, and the risk that the Merger Agreement may be terminated in circumstances that require the Company to pay a termination fee; the outcome of any legal proceedings that may be instituted against the Company related to the transactions contemplated by the Merger Agreement, including the Offer and the Merger; uncertainties as to the number

of stockholders of the Company who may tender their stock in the Offer; the failure to satisfy other conditions to consummation of the Offer or the Merger, including the receipt of regulatory approvals related to the Merger (and any conditions, limitations or restrictions placed on these approvals); risks that the Offer and related transactions disrupt current plans and operations and the potential difficulties in employee retention as a result of the proposed transactions; the effects of local and national economic, credit and capital market conditions on the economy in general, and other risks and uncertainties; and those risks and uncertainties discussed from time to time in our other reports and other public filings with the SEC.

Additional information concerning these and other factors that may impact the Company’s expectations and projections can be found in its periodic filings with the SEC, including its Annual Report on Form 10-K for the year ended September 30, 2016. The Company’s SEC filings are available publicly on the SEC’s website at www.sec.gov, on the Company’s website (www.landauer.com) under the heading “Investors” or upon request by writing to the Company at 2 Science Road, Glenwood, Illinois 60425, Attention: Corporate Secretary. The Company disclaims any obligation or undertaking to update or revise the forward-looking statements contained herein, whether as a result of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

ExhibitNumber		Description
2.1		Agreement and Plan of Merger, dated as of September 6, 2017, by and among the Company, Parent and Sub.*
3.1		First Amendment to Amended and Restated By-laws of the Company.
10.1		Form of Letter Agreement.

* The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request.

SIGNATURES

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.

EXHIBIT INDEX

ExhibitNumber		Description
2.1		Agreement and Plan of Merger, dated as of September 6, 2017, by and among the Company, Parent and Sub.*
3.1		First Amendment to Amended and Restated By-laws of the Company.
10.1		Form of Letter Agreement.

* The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request.

LANDAUER, INC.

October 19, 2017

/s/ Daniel B. Kim

Daniel B. Kim

Vice President

Filing Compare · LANDAUER INC