8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

CURRENT REPORT

FORM 8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act

Date of Report (Date of Earliest Event Reported): January 31, 2008

Hanger Orthopedic Group, Inc.
(Exact name of registrant as specified in its charter)

Delaware	1-10670	84-0904275
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

Two Bethesda Metro Center, Suite 1200
Bethesda, Maryland 20814
(Address of principal executive offices (zip code))

301-986-0701
(Registrant’s telephone number, including area code)

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 (see General Instruction A.2 below):

[   ] 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 240.13d-4(c))

Item 2.02 Results of Operations and Financial Condition

        On January 31, 2008, Hanger Orthopedic Group, Inc. (the “Company”) issued a press release announcing its senior leadership succession plan and reaffirming its previously announced expectation that for the year ended December 31, 2007, earnings should be at the high end of the estimated $0.59 to $0.61 per share range. A copy of such press release is attached hereto as Exhibit 99.

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

        On January 31, 2008, the Company announced that, effective March 1, 2008, Thomas F. Kirk, President and Chief Operating Officer of the Company, will succeed Ivan R. Sabel and will become President and Chief Executive Officer of the Company. Mr. Sabel will remain with the Company as its Chairman of the Board.

        Mr. Kirk, age 62, has served the Company as its President and Chief Operating Officer since 2002. From September 1998 to January 2002, Mr. Kirk was a principal with AlixPartners, LLC (formerly Jay Alix & Associates, Inc.), a management consulting company retained by the Company to facilitate its reengineering process. Mr. Kirk also previously held several senior executive positions with FPL Group, Quaker Chemical Corporation and Rhone- Poulenc, S.A.

        In connection with the appointment of Mr. Kirk as President and Chief Executive Officer of the Company, Messrs. Sabel and Kirk each entered into amendments to their respective employment agreements. Such agreements are attached hereto as Exhibits 10.1 and 10.2, respectively. The amendment to Mr. Sabel’s agreement sets forth the change in title described above and an increase in Mr. Sabel’s base salary to $584,000 per annum. The amendment to Mr. Kirk’s agreement also sets forth the change in title described above, as well as an increase in his base salary to $580,000 per annum and an increase in Mr. Kirk’s target and maximum bonus to 80% and 160%, respectively, of his base salary. In addition, Mr. Kirk’s agreement was amended to remove certain perquisites that are no longer applicable to Mr. Kirk.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

10.1 Amendment to Fourth Amended and Restated Employment Agreement, dated as of February 5, 2008, between Hanger Prosthetics & Orthotics, Inc. and Ivan R. Sabel.

10.2 Amendment to Fourth Amended and Restated Employment Agreement, dated as of February 5, 2008, between Hanger Prosthetics & Orthotics, Inc. and Thomas F. Kirk.

99 Press Released Issued by the Company on January 31, 2008.

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.

HANGER ORTHOPEDIC GROUP, INC.

By: /s/ Brian Wheeler
Brian Wheeler
Vice President

Dated: February 5, 2008

EX-10.1

AMENDMENT TO FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT

        This Amendment to Fourth Amended and Restated Employment Agreement (the “Amendment”), dated as of February 5, 2008, is entered into by and between Hanger Prosthetics & Orthotics, Inc., a Delaware corporation (the “Company”) and Ivan R. Sabel (the “Executive”).

        WHEREAS, the parties hereto desire to amend the Fourth Amended and Restated Employment Agreement, effective as of January 1, 2005, by and between the Company and the Executive (the “Agreement”), to set forth an increase in the Executive’s compensation and a change in the Executive’s title, with such amendments to be effective as of the dates set forth herein; and

        WHEREAS, the Company desires to continue to employ the Executive and to incentivize the Executive to remain in the employ of the Company.

        NOW, THEREFORE, in consideration of the promises and mutual agreements set forth below, both parties agree as follows:

SECTION 1: AMENDMENT TO AGREEMENT

        1.1     Section 2 of the Agreement shall be deleted in its entirety and replaced with the following: “Effective as of March 1, 2008, the Executive shall serve both the Company and Hanger in the position of Chairman. The Executive shall faithfully and diligently perform the duties appropriate to said position, which, in addition to those responsibilities assigned to him from time to time by the Board of Directors of Hanger (the “Board of Directors”), shall include, among other things, the general supervision of the business of Hanger. The Executive shall devote his full business time and attention to the performance of his duties and responsibilities hereunder.”

        1.2     Section 3.1 of the Agreement shall be amended by deleting the first two sentences in their entirety and replacing them with the following: “Effective as of January 1, 2008, the Company shall pay to the Executive a minimum base salary at the rate of Five Hundred Eighty-Four Thousand Dollars ($584,000.00) per annum, payable in accordance with the standard payroll practices of the Company (the “Base Salary”).”

SECTION 2: OTHER PROVISIONS

        2.1     Except as expressly provided for in this Amendment, all of the terms, conditions and provisions of the Agreement remain unaltered and are in full force and effect. The Agreement and this Amendment shall be read and construed as one Agreement.

        2.2     If any provision of this Amendment is construed to be invalid, illegal or unenforceable by a court of competent jurisdiction, then the remaining provisions hereof shall not be affected thereby and shall be enforceable without regard thereto.

        2.3     This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original hereof, and it shall not be necessary in making proof of this Amendment to produce or account for more than one counterpart hereof. The parties further agree that facsimile signatures or signatures scanned into .pdf (or similar) format and sent by e-mail shall be deemed original signatures.

        2.4     Section and subsection headings in this Amendment are for convenience of reference only, do not constitute a part of this Amendment, and shall not affect its interpretation.

        2.5     All words used in this Amendment shall be construed to be of such number and gender as the context requires or permits.

        2.6     THIS AMENDMENT IS MADE UNDER, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED SOLELY THEREIN, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.

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        IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the 5th day of February, 2008.

HANGER PROSTHETICS & ORTHOTICS, INC.

By:  /s/ Brian Wheeler

        Brian Wheeler, Vice President

/s/ Ivan R. Sabel

Ivan R. Sabel

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EX-10.2

AMENDMENT TO FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT

        This Amendment to Fourth Amended and Restated Employment Agreement (the “Amendment”), dated as of February 5, 2008, is entered into by and between Hanger Prosthetics & Orthotics, Inc., a Delaware corporation (the “Company”) and Thomas F. Kirk (the “Executive”).

        WHEREAS, the parties hereto desire to amend the Fourth Amended and Restated Employment Agreement, effective as of January 1, 2005, by and between the Company and the Executive (the “Agreement”), to, among other things, set forth an increase in the Executive’s compensation and a change in the Executive’s title, with such amendments to be effective as of the dates set forth herein; and

        WHEREAS, the Company desires to continue to employ the Executive and to incentivize the Executive to remain in the employ of the Company.

        NOW, THEREFORE, in consideration of the promises and mutual agreements set forth below, both parties agree as follows:

SECTION 1: AMENDMENT TO AGREEMENT

        1.1    Section 2 of the Agreement shall be deleted in its entirety and replaced with the following:

Effective as of March 1, 2008, the Executive shall serve Hanger in the position of President and Chief Executive Officer and the Company in the position of Chief Executive Officer. The Executive shall faithfully and diligently perform the duties appropriate to said position, which, in addition to those responsibilities assigned to him from time to time by the Board of Directors of Hanger (the “Board of Directors”), shall include, among other things, responsibility for the overall performance of Hanger and all of Hanger’s subsidiaries. The Executive shall devote his full business time and attention to the performance of his duties and responsibilities hereunder.

        1.2     Section 3.1 of the Agreement shall be amended by deleting the first two sentences in their entirety and replacing them with the following: “Effective as of January 1, 2008, the Company shall pay to the Executive a minimum base salary at the rate of Five Hundred Eighty Thousand Dollars ($580,000.00) per annum, payable in accordance with the standard payroll practices of the Company (the “Base Salary”).”

        1.3     Section 3.2(a) of the Agreement shall be amended by deleting the second sentence in its entirety and replacing it with the following: “Effective as of January 1, 2008, the Executive’s target bonus is eighty percent (80%) of the Base Salary (the “Target Bonus”) and is contingent on the Executive meeting certain performance criteria and Hanger achieving certain year-end financial criteria, and up to one hundred sixty percent (160%) of the Base Salary (the “Maximum Bonus”) if the Executive exceeds certain performance criteria and Hanger exceeds certain year-end financial criteria all as determined in the reasonable discretion of the Board of Directors and its Compensation Committee.”

        1.4    Effective as of January 1, 2008, Section 3.7 of the Agreement shall be deleted in its entirety.

        1.5    Effective as January 1, 2008, Section 3.8(d) of the Agreement shall be deleted in its entirety.

        1.6     Effective as of January 1, 2008, the last sentence of Section 5.1 of the Agreement shall be deleted in its entirety.

SECTION 2: OTHER PROVISIONS

        2.1     Except as expressly provided for in this Amendment, all of the terms, conditions and provisions of the Agreement remain unaltered and are in full force and effect. The Agreement and this Amendment shall be read and construed as one Agreement.

        2.2     If any provision of this Amendment is construed to be invalid, illegal or unenforceable by a court of competent jurisdiction, then the remaining provisions hereof shall not be affected thereby and shall be enforceable without regard thereto.

        2.3     This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original hereof, and it shall not be necessary in making proof of this Amendment to produce or account for more than one counterpart hereof. The parties further agree that facsimile signatures or signatures scanned into .pdf (or similar) format and sent by e-mail shall be deemed original signatures.

        2.4     Section and subsection headings in this Amendment are for convenience of reference only, do not constitute a part of this Amendment, and shall not affect its interpretation.

        2.5     All words used in this Amendment shall be construed to be of such number and gender as the context requires or permits.

        2.6     THIS AMENDMENT IS MADE UNDER, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED SOLELY THEREIN, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.

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        IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the 5th day of February, 2008.

HANGER PROSTHETICS & ORTHOTICS, INC.

By:  /s/ Brian Wheeler

        Brian Wheeler, Vice President

/s/ Thomas F. Kirk

Thomas F. Kirk

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EX-99

Contacts:	Ivan R. Sabel	(301) 986-0701
	George E. McHenry	(301) 986-0701
	Hai V. Tran	(301) 986-0701

News Release

Hanger Orthopedic Group, Inc. Announces Senior Leadership Succession Plan and Reaffirms Guidance

Thomas F. Kirk to Succeed Ivan R. Sabel as Chief Executive Officer Effective March 1, 2008

Sabel to Remain as Chairman of the Board

BETHESDA, Md., Jan. 31 /PRNewswire-FirstCall/ -- Hanger Orthopedic Group, Inc. (NYSE: HGR) today announced, at its annual Education Fair, that its Board of Directors has unanimously approved the recommendation of Chairman and Chief Executive Officer Ivan R. Sabel for a change in the Company’s leadership. As of March 1, 2008, President and Chief Operating Officer Thomas Kirk will succeed Sabel and will become President and Chief Executive Officer. Sabel will remain Chairman of the Board. Additionally, due to the close proximity of this announcement to Hanger’s fourth quarter earnings release, the Company reaffirms its previously announced expectation that for the year ended December 31, 2007, earnings should be at the high end of the estimated $0.59 to $0.61 per share range.

Sabel was appointed Chairman and Chief Executive Officer of Hanger in August 1995. At the time, the Company had $52.5 million in net sales and 93 locations. Today, Hanger generates in excess of $600 million in annual net sales and has a national presence with 629 locations in 45 states and the District of Columbia. "Van has led Hanger through a period of dramatic change for the industry and his leadership has enabled Hanger to grow and become the world's premier provider of orthotic and prosthetic services," said Thomas P. Cooper, Lead Independent Director of the Board. "In addition, Van's dedication and vision through the last 13 years has provided new and exciting growth opportunities for the future while reinforcing the quality of care for our patients and enhancing the relationships with our suppliers, network partners, referral sources and shareholders. We are also pleased that Van has agreed to remain Chairman of the Board so he can continue to contribute to the growth strategy he was instrumental in developing."

Sabel said, “Hanger Orthopedic Group is an organization that is focused on sustainable, long-term growth and diligent, detailed succession planning is a critical part of that growth plan. During the last seven years, Tom Kirk and I have worked closely together and this successful partnership provides me with great confidence that Tom’s leadership skills, strategic vision and commitment to operational and clinical excellence makes him the right person to take our Company to the next level of performance.”

Kirk joined Hanger in January 2002 as its President and Chief Operating Officer. As COO, Kirk has been responsible for a number of significant technological initiatives, including the development of WalkAide(R), and delivering consistent operational performance that has enabled Hanger to meet or exceed First Call consensus estimates for the last seven consecutive quarters. Prior to joining Hanger, Kirk was a principal with AlixPartners, LLC, the management consulting company retained by Hanger to facilitate its reengineering process during 2001. Kirk has also held several senior executive positions with FPL Group, Quaker Chemical Corporation and Rhone- Poulenc, S.A.

“I am honored to have the opportunity to lead Hanger Orthopedic Group, and I am grateful to the Board and to Van for the confidence being placed in me,” said Kirk. “I look forward to building on our strong foundation to advance Hanger’s growth opportunities and to continuing to emphasize our core attributes of providing excellent clinical care to our patients, serving our customers and harnessing the entrepreneurial spirit of our associates.”

Hanger Orthopedic Group, Inc., headquartered in Bethesda, Maryland, is the world’s premier provider of orthotic and prosthetic patient care services. Hanger is the market leader in the United States, owning and operating 629 patient care centers in 45 states and the District of Columbia, with over 3,500 employees including 1060 practitioners (as of 9/30/07). Hanger is organized into four units. The two key operating units are patient care which consists of nationwide orthotic and prosthetic practice centers and distribution which consists of distribution centers managing the supply chain of orthotic and prosthetic componentry to Hanger and third party patient care centers. The third is Linkia which is the first and only provider network management company for the orthotics and prosthetics industry. The fourth unit, Innovative Neurotronics, introduces emerging neuromuscular technologies developed through independent research in a collaborative effort with industry suppliers worldwide. For more information on Innovative Neurotronics, Inc. or the WalkAide(R), visit http://www.ininc.us. For more information on Hanger, visit http://www.hanger.com.

This document contains forward-looking statements relating to the Company’s results of operations. The United States Private Securities Litigation Reform’ Act of 1995 provides a “safe harbor” for certain forward- looking statements. Statements relating to future results of operations in this document reflect the current views of management. However, various risks, uncertainties and contingencies could cause actual results or performance to differ materially from those expressed in, or implied by, these statements, including the Company’s ability to enter into and derive benefits from managed care contracts, the demand for the Company’s orthotic and prosthetic services and products and the other factors identified in the Company’s periodic reports on Form 10-K and Form 10-Q filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934. The Company disclaims any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise.

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