-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CNVg8UIFkUBK3vuZ62cEytGwC2PEM+sPtgqJ4QmNwSbcAkSBzzKTAWQkC/MqyvhF drRmiz/na1a4LO3mblXdMQ== 0000905558-01-500013.txt : 20010129 0000905558-01-500013.hdr.sgml : 20010129 ACCESSION NUMBER: 0000905558-01-500013 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010126 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LANGER BIOMECHANICS GROUP INC CENTRAL INDEX KEY: 0000725460 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 112239561 STATE OF INCORPORATION: NY FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-36032 FILM NUMBER: 1515697 BUSINESS ADDRESS: STREET 1: 450 COMMACK ROAD CITY: DEER PARK STATE: NY ZIP: 11729 BUSINESS PHONE: 6136671200 MAIL ADDRESS: STREET 1: 450 COMMACK ROAD CITY: DEER PARK STATE: NY ZIP: 11729 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRIGRAN INVESTMENTS LP CENTRAL INDEX KEY: 0000905558 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 363778244 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3201 OLD GLENVIEW ROAD STREET 2: SUITE 235 CITY: WILMETTE STATE: IL ZIP: 60091 BUSINESS PHONE: 8474059700 MAIL ADDRESS: STREET 1: 3201 OLD GLENVIEW ROAD STREET 2: SUITE 235 CITY: WILMETTE STATE: IL ZIP: 60091 FORMER COMPANY: FORMER CONFORMED NAME: TRIGRAN INVESTMENTS L P DATE OF NAME CHANGE: 19930520 SC 13D/A 1 trinvestment.txt TRIGRAN INVESTMENTS, L.P. 13D/A FILING United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 10) Name of Issuer: The Langer Biomechanics Group, Inc. Title of Class of Securities: Common Stock, $.02 par value (CUSIP Number): 515707107 Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications: Copy to: Douglas T. Granat, 3201 Old Glenview Road, Suite 235, Wilmette, Illinois 60091 (847) 251-8300 Copy to: Gerald A. Weber, Esq., Gould & Ratner, 222 North LaSalle Street, Eighth Floor, Chicago, Illinois 60601 (312) 236-3003 Date of Event which Requires Filing of this Statement: December 28, 2000 If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] 1. NAME OF REPORTING PERSON: Trigran Investments, L.P. IRS No. 36-3778244 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ](b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS: WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Illinois 7. SOLE VOTING POWER: See Items 3 and 5(b) 8. SHARED VOTING POWER: See Items 3 and 5(b) 9. SOLE DISPOSITIVE POWER: See Items 3 and 5(b) 10. SHARED DISPOSITIVE POWER: See Items 3 and 5(b) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 620,953 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 23.76% 14. TYPE OF REPORTING PERSON* PN 1. NAME OF REPORTING PERSON: Kenneth Granat IRS No. ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS: N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States 7. SOLE VOTING POWER: See Items 3 and 5(b) 8. SHARED VOTING POWER: See Items 3 and 5(b) 9. SOLE DISPOSITIVE POWER: See Items 3 and 5(b) 10. SHARED DISPOSITIVE POWER: See Items 3 and 5(b) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 121,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.63% 14. TYPE OF REPORTING PERSON: IN 1. NAME OF REPORTING PERSON: The Granat Family Limited Partnership IRS No. 36-3995726 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3. SEC USE ONLY: 4. SOURCE OF FUNDS: PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Illinois 7. SOLE VOTING POWER: See Items 3 and 5(b) 8. SHARED VOTING POWER: See Items 3 and 5(b) 9. SOLE DISPOSITIVE POWER: See Items 3 and 5(b) 10. SHARED DISPOSITIVE POWER: See Items 3 and 5(b) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 30,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.15% 14. TYPE OF REPORTING PERSON: PN AMENDMENT No. 10 TO SCHEDULE 13D Item 1. Security and Issuer. This Amendment No. 10 to Schedule 13D relates to the common stock, par value $.02 per share (the "Common Stock") of The Langer Biomechanics Group, Inc. (the "Issuer"). The Issuer is a New York corporation with its principal executive offices located at: 450 Commack Road Deer Park, NY 11729 Except as expressly stated below, there has been no material change in any fact or statement made by the above-named persons in the Schedule 13D, filed April 17, 1993, as amended by any of: Amendment No. 1, filed February 8, 1995; Amendment No. 2, filed June 7, 1995; Amendment No. 3, filed October 26, 1995; Amendment No. 4, filed April 9, 1996; Amendment No. 5, filed January 15, 1997; Amendment No. 6, filed May 2, 1997; Amendment No. 7, filed August 7, 1997; Amendment No. 8, filed October 20, 1999; or Amendment No. 9, filed December 1, 1999 (sometimes collectively herein referred to as "Schedule 13D, as previously amended") with respect to the Common Stock of the Issuer. As provided by Rule 13d-2(a) this Amendment No. 10 contains only material changes to Items to the Schedule 13D, as previously amended. Item 3. Source and Amount of Funds or Other Consideration. Each of Trigran Investments, L.P., Kenneth Granat and The Granat Family Limited Partnership (the "Reporting Persons") is filing this Amendment No. 10 to Schedule 13D because each became a member of a group (as such term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) upon execution of a certain shareholders agreement, dated December 28, 2000, by and among OrthoStrategies, Inc. ("OrthoStrategies"), the Issuer, the Reporting Persons, certain other shareholders of the Issuer (together with the Reporting Persons, hereinafter referred to as the "Shareholders") and OrthoStrategies Acquisition Corp. ("Purchaser") (such agreement being hereinafter referred to as the "Shareholders Agreement"). Pursuant to the Shareholders Agreement, as an inducement to OrthoStrategies to enter into an agreement to effect a cash tender offer (the "Offer") for up to 75% of the issued and outstanding shares of Common Stock (the "Offer Agreement"), the Shareholders covenanted to vote in a certain manner the shares of Common Stock owned by such Shareholders. The Offer Agreement and the Shareholders Agreement were filed as Exhibits 10.1 and 10.2, respectively, to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 5, 2001 (the "Form 8-K"). See Item 6 for a more detailed description of the Shareholders Agreement. Item 4. Purpose of Transaction. Purchaser intends to effect a tender offer, commenced on January 10, 2001, for up to 1,959,886 shares (75%) of the Issuer's issued and outstanding Common Stock at a purchase price of $1.525 per share. The voting arrangements in the Shareholders Agreement, as described in Item 6 below, are intended to support Purchaser's efforts to effect the tender offer. Pursuant to the Shareholders Agreement, each Reporting Person has agreed to tender all of its or his shares of Common Stock into the Offer. Pursuant to the Offer Agreement, upon consummation of the Offer, Andrew H. Meyers, the President and principal stockholder of OrthoStrategies, will become Chief Executive Officer and President of the Issuer. In addition, upon completion of the Offer, Mr. Granat and all of the other current directors of the Issuer have agreed to resign from the Board of Directors and Andrew H. Meyers and, at Purchaser's option, four additional people designated by Purchaser, will be appointed to the Board of Directors of the Issuer. Such agreements to resign are set forth in a letter agreement, dated December 28, 2000 (the "Resignation Agreement"), a copy of which was filed as Exhibit 10.3 to the Form 8-K. Item 5. Interest in Securities of the Issuer. (a) The aggregate number and percentage of the Common Stock (including options to purchase shares of Common Stock) of the Issuer beneficially owned by each Reporting Person as of the date of this filing is 764,953 shares, or 30.03% as follows: Percentage of Class of Shares Beneficially Securities Identified Person Owned as of 01/09/2001 in Item 1 1. 620,953 23.76 % 2. 121,000 4.63 % 3. 30,000 1.15 % (b) Except as may be provided otherwise in the Shareholders Agreement described in Item 6 below: Person 1 (through its general partner, Trigran Investments, Inc.) has sole power to vote and sole power to dispose of the 620,953 shares of Common Stock owned by it. Each of Douglas T. Granat, Kenneth Granat, and Lawrence Oberman, as officers of the general partner of Person 1, have shared power to vote and shared power to dispose of the securities listed in (a) above for Person 1. Person 2 has sole power to vote and sole power to dispose of the shares of Common Stock listed in (a) above for Persons 2 and 3. (c) No Reporting Person effected any transaction(s) in the Common Stock during the past 60 days. Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer. Pursuant to the terms of the Shareholders Agreement, each Shareholder (including each Reporting Person) has agreed to tender to the Purchaser, in the Offer, all shares of the Issuer's common stock owned by such Shareholder (the "Subject Shares"). In addition, each Shareholder has covenanted that at any meeting of shareholders of the Issuer or in any other circumstances upon which the Shareholders' vote, consent or approval is sought, such Shareholder shall (or shall cause the record holder of his or its Subject Shares) to vote or cause to be voted his or its Subject Shares against: (a) any amendment of the Issuer's Certificate of Incorporation or by-laws, which amendment would be reasonably likely to impede, frustrate, prevent or nullify the tender offer by Purchaser or change in any manner the voting rights of any class of the Issuer's common stock; (b) any action that would cause the Issuer to breach any representation, warranty or covenant of the Offer Agreement; or (c) any action to elect to the Issuer's Board of Directors anyone other than the designees of Purchaser or replacements of existing Directors. Each Shareholder has also agreed not to, subject to certain exceptions, during the period commencing on December 28, 2000 and ending on the earlier of (a) the purchase of the Subject Shares by Purchaser and (b) March 31, 2001, (i) sell, transfer, give, pledge, assign or otherwise dispose of (each, a "Transfer") any or all of the Subject Shares or any options or warrants owned by such Shareholder (collectively, "Options") or any interest therein or enter into any contract, option or other arrangement with respect to the Transfer of the Subject Shares or Options or (ii) enter into any voting arrangement in respect of the Subject Shares and shares issuable upon exercise of the Options. Item 7. Materials to be Filed as Exhibits. 1. The Shareholders Agreement (incorporated by reference from Exhibit 10.2 to the Form 8-K). 2. The Offer Agreement (incorporated by reference from Exhibit 10.1 to the Form 8-K). 3. The Resignation Agreement (incorporated by reference from Exhibit 10.3 to the Form 8-K). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: January 23, 2001 Trigran Investments, L.P., an Illinois limited partnership BY: Trigran Investments, Inc., general partner BY: /s/ Douglas T. Granat, President /s/ Kenneth Granat The Granat Family Limited Partnership, an Illinois limited partnership BY: /s/ Kenneth Granat, General Partner CUSIP NO. 515707107 -----END PRIVACY-ENHANCED MESSAGE-----