SCHEDULE 13D
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D
Under
the
Securities Exchange Act of 1934
Langer, Inc.
(Name
of
Issuer)
Common Stock, $0.02 Par Value Per Share
(Title of Class of
Securities)
515707107
(CUSIP Number)
Simon M. Lorne, Esq.
Millennium Management, L.L.C.
666 Fifth Avenue, 8th Floor
New York, New York 10103
(212) 841-4100
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 8, 2006
(Date of Event Which Requires Filing of this Statement)
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
§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box
o .
1 |
NAME
OF REPORTING PERSONS.
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY).
Millennium Partners, L.P.
13-3521699 |
2 |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
þ
|
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS (See Instructions)
WC, OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
þ |
6 |
CITIZENSHIP
OR PLACE OF
ORGANIZATION
Cayman
Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
842,105
|
8 |
SHARED
VOTING POWER
-0- |
9 |
SOLE
DISPOSITIVE POWER
842,105
|
10 |
SHARED
DISPOSITIVE POWER
-0- |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
844,805
|
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
o
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.79% |
14 |
TYPE
OF REPORTING PERSON
PN |
1 |
NAME
OF REPORTING PERSONS.
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY).
Millenco, L.L.C.
13-3532932 |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
þ
|
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
WC, OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
þ
|
6 |
CITIZENSHIP
OR PLACE OF
ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
2,700 |
8 |
SHARED
VOTING POWER
-0- |
9 |
SOLE
DISPOSITIVE POWER
2,700 |
10 |
SHARED
DISPOSITIVE POWER
-0- |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
844,805
|
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
o
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.79%
|
14 |
TYPE
OF REPORTING PERSON
OO, BD
|
1 |
NAME
OF REPORTING PERSONS.
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY).
Millennium Management,
L.L.C.
13-3804139 |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
þ
|
3 |
SEC
USE ONLY |
4 |
WC, OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)þ
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
844,805
|
8 |
SHARED
VOTING POWER
-0- |
9 |
SOLE
DISPOSITIVE POWER
844,805
|
10 |
SHARED
DISPOSITIVE POWER
-0- |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
844,805
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
o
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.79%
|
14 |
TYPE
OF REPORTING PERSON
OO |
1 |
NAME
OF REPORTING PERSONS.
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY).
Israel A.
Englander
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
þ
|
3 |
SEC
USE ONLY |
4 |
WC, OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)þ
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
844,805
|
8 |
SHARED
VOTING POWER
-0- |
9 |
SOLE
DISPOSITIVE POWER 844,805
|
10 |
SHARED
DISPOSITIVE POWER
-0- |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
844,805
|
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
o
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.79%
|
14 |
TYPE
OF REPORTING PERSON IN |
Explanatory Note
Item 1. Security and Issuer.
The name of the issuer is Langer, Inc., a Delaware corporation (the "Issuer"). The address of
the Issuers offices is 450 Commack Road, Deer Park, New York 11729. This Schedule 13D relates to the Issuers Common Stock, $0.02 par value
per share (the "Common Stock").
Item 2. Identity and Background.
(a)-(c), (f). This statement is being filed by Millennium Partners, L.P., a Cayman Islands exempted
limited partnership ("Millennium Partners") and Millenco, L.L.C., a Delaware limited liability company, formerly known as Millenco, L.P.,
a Delaware limited partnership ("Millenco"). Millenco is a broker-dealer and a member of the American Stock Exchange and the NASDAQ.
Millennium Management, L.L.C., a Delaware limited liability company ("Millennium Management"), is the managing partner of
Millennium Partners and the manager of Millenco, and consequently may be deemed to have voting control and investment discretion over securities
owned by Millennium Partners and by Millenco. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management.
As a result, Mr. Englander may be deemed to be the beneficial owner of any shares deemed to be beneficially owned by Millennium Management.
The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of
the shares owned by Millennium Partners or by Millenco.
The business address for Millennium Partners, Millenco, Millennium Management and Mr. Englander is
c/o Millennium Management, L.L.C., 666 Fifth Avenue, New York, New York 10103. Mr. Englander is a United States citizen.
Note: Millennium Partners is a non-managing member of Millenco. As a non-managing member, Millennium Partners has no investment or voting control over Millenco or
its securities positions.
(d). During the last five years, none of the Reporting Persons has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e). On December 1, 2005, Millennium Management and Mr. Englander, together
with Millennium Partners and certain related persons and entities, entered into settlements with the Securities and Exchange Commission
("SEC") and the Attorney General of the State of New York (the "NYAG") relating to allegations that Millennium Partners
had engaged in a pattern of deceptive "market timing" of mutual fund shares in years prior to 2004 and, in the case of the settlement
with the NYAG only, had failed to take adequate steps to prevent a trader from engaging in mutual fund "late trading" in violation of
firm policy. The parties neither admitted nor denied the allegations or findings (except as to jurisdiction) but consented to the entry of
findings. The SEC proceedings are In the Matter of Millennium Partners, L.P., et al. Securities Act Release No. 8639 (December 1, 2005),
available at www.sec.gov. Contemporaneously, the NYAG issued an Assurance of Discontinuance relating to the claims and findings of that office.
Neither the Reporting Persons nor any other party admitted or denied any
of the allegations or findings in these matters. The remedies included disgorgement by the
entities of approximately $148 million of mutual fund trading profits, civil
penalties aggregating approximately $32.15 million (with approximately $30
million being paid by Mr. Englander), an administrative order to cease and
desist from violations of the antifraud provisions of the Securities Act and
the Securities Exchange Act, and prophylactic relief.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to a Subscription Agreement dated as
of December 7, 2006 between the Issuer and Millennium Partners, Millennium
Partners expended $4,000,000 in a private
placement transaction to acquire $4,000,000 in principal amount of a 5%
Convertible Subordinated Note, due December 7, 2011 (the "Note"). 842,105 shares of Common Stock would be
currently issuable to Millennium Partners upon conversion of the Note. The amount of funds used to purchase the remaining
2,700 shares held by Millenco in transactions giving rise to this Schedule 13D was
approximately $12,100, calculated on an average cost basis (excluding brokerage
commissions) by account. Millennium Partners and Millenco effect purchases of securities primarily through
margin accounts maintained for them with prime brokers, which may extend margin credit to them as and when required
to open or carry positions in the margin accounts, subject to applicable
Federal margin regulations, stock exchange rules and the prime brokers credit
policies. In such instances, the positions held in the margin accounts are
pledged as collateral security for the repayment of debit balances in the
accounts.
Item 4. Purpose of Transaction.
The Reporting Persons are engaged in the investment business. In pursuing this business, the Reporting
Persons analyze the operations, capital structure and markets of companies,
including the Issuer, on a continuous basis through analysis of documentation
and discussions with knowledgeable industry and market observers and with
representatives of such companies (often at the invitation of management). From time to time, one or more of the
Reporting Persons may hold discussions with third parties or with management of
such companies in which the Reporting Persons may suggest or take a position
with respect to potential changes in the operations, management or capital
structure of such companies as a means of enhancing shareholder value. Such
suggestions or positions may relate to one or more of the transactions
specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange
Act, including, without limitation, such matters as disposing of or selling all
or a portion of the company or acquiring another company or business, changing
operating or marketing strategies, adopting or not adopting certain types of
anti-takeover measures and restructuring the Issuers capitalization or
dividend policy.
The Reporting Persons employ the services of a number of portfolio managers, each
of whom independently employs a separate and distinct trading strategy. A portion of the securities of the Issuer
held by the Reporting Persons are held in accounts of the Reporting Persons
managed by portfolio managers who engage in event-, risk- or merger-arbitrage
or fundamental strategies.
Except as set forth above, the Reporting Persons do not have any present
plans or proposals that relate to or would result in any of the actions
required to be described in Item 4 of Schedule 13D. Each of the Reporting
Persons may, at any time, review or reconsider its position with respect to the
Issuer and formulate plans or proposals with respect to any of such matters,
but has no present intention of doing so.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this filing, (i) Millennium Partners is the beneficial owner
of 842,105 shares of Common Stock by virtue of the fact that such shares would be currently issuable to Millennium Partners upon conversion of
$4,000,000 in principal amount of the Note, and (ii) Millenco is the beneficial owner of 2,700 shares of Common Stock.
Millennium Management, as the managing partner of Millennium Partners and the manager of Millenco,
may also be deemed to beneficially own the above-described shares of Common Stock beneficially owned by Millennium Partners and Millenco,
respectively.
Mr. Englander, as the managing member of Millennium Management,may also be deemed to beneficially own the
above-described shares of Common Stock beneficially owned by Millennium Partners and Millenco, respectively.
The foregoing should not be construed in and of itself as an admission by Millennium Management or
Mr. Englander as to beneficial ownership of the shares held by Millennium Partners and Millenco.
Accordingly, as of the date of this filing, Mr. Englander and Millennium Management may be deemed to be
the beneficial owner of 844,805 shares of Common Stock, which represents in the aggregate approximately 7.79% of the outstanding Common Stock.
The calculation of the foregoing percentage is on the basis of an aggregate number of 10,062,373 outstanding shares of Common Stock as of
November 9, 2006, as reported by the Issuer in its Quarterly Report on Form 10-Q, dated as of November 14, 2006.
(b) Millennium Partners may be deemed to hold the sole power to vote and to dispose of
the 842,105 shares of Common Stock described in (a) above. Millenco may be deemed to hold the sole power to vote and to dispose of the
2,700 shares of Common Stock described in (a) above. Mr. Englander and Millennium Management may be deemed to hold the sole power to vote and
to dispose of the 844,805 shares of Common Stock described in (a) above. The foregoing should not be construed in and of itself as an admission
by Mr. Englander or Millennium Management as to beneficial ownership of the shares held by Millennium Partners and Millenco.
(c) Transactions in Common Stock during the past 60 days:
Schedule A annexed hereto lists all transactions in the Common Stock during the past 60 days by the Reporting Persons.
Beneficial ownership of 842,105 shares of Common Stock, which would be currently issuable to Millennium Partners upon conversion of the Note, was
acquired by Millennium Partners on December 8, 2006, pursuant to a Subscription Agreement, dated as of December 7, 2006, between the Issuer and
Millennium Partners. All other transactions in the Common Stock were effected in the open market.
(d) No person other than the Reporting Persons is known to have the right to
receive, the power to direct the receipt of, dividends from, or proceeds from the sale of, the shares of Common Stock reported
in this Statement.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
In connection with arrangements with its prime brokers, such prime brokers are
permitted to lend securities in Millencos and Millennium Partners accounts
(as the case may be) to the extent permitted by debit balances in such
account. Millenco and Millennium Partners (as the case may be) generally will not have any knowledge of the specific
loans made by such prime brokers. In addition, in the ordinary course of
business, Millenco and/or Millennium Partners, as applicable (or its prime
brokers), may borrow securities to satisfy delivery obligations arising from
short sales and may lend securities to third parties and such loans generally
may be recalled upon demand.
There are no other contracts, arrangements, understandings or
relationships among the Reporting Persons, or between the Reporting Persons and
any other person, with respect to the securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.
Exhibit I: Joint Filing Agreement, dated as of December 15, 2006, by and among Millennium Partners, L.P.,
Millenco, L.L.C., Millennium Management, L.L.C. and Israel A. Englander.
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.
Dated: December 15, 2006
MILLENNIUM PARTNERS, L.P.
By: Millennium Management, L.L.C.
its managing partner
By:
/s/ Terry
Feeney
Name: Terry
Feeney Title: Chief
Operating Officer
|
MILLENCO, L.L.C.
By:
Millennium Management, L.L.C. as
manager
By:
/s/ Terry
Feeney
Name: Terry
Feeney Title: Chief
Operating Officer
|
MILLENNIUM
MANAGEMENT, L.L.C.
By:
/s/ Terry
Feeney
Name: Terry
Feeney Title: Chief
Operating Officer
|
/s/ Israel A.
Englander by David Nolan
pursuant to Power of Attorney filed
with
the SEC on June 6,
2005
Israel
A.
Englander |
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among
the undersigned that the Schedule 13D filed with the Securities and Exchange
Commission on or about the date hereof with respect to the beneficial ownership
by the undersigned of the Common Stock, $0.02 par value per share, of Langer,
Inc., a Delaware corporation, is being filed, and all amendments thereto will
be filed, on behalf of each of the persons and entities named below in
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
Dated: December 15, 2006
MILLENNIUM PARTNERS, L.P.
By: Millennium Management, L.L.C.
its managing partner
By:
/s/ Terry
Feeney
Name: Terry
Feeney Title: Chief
Operating Officer
|
MILLENCO, L.L.C.
By:
Millennium Management, L.L.C. as
manager
By:
/s/ Terry
Feeney
Name: Terry
Feeney Title: Chief
Operating Officer
|
MILLENNIUM
MANAGEMENT, L.L.C.
By:
/s/ Terry
Feeney
Name: Terry
Feeney Title: Chief
Operating Officer
|
/s/ Israel A.
Englander by David Nolan
pursuant to Power of Attorney filed
with
the SEC on June 6,
2005
Israel
A.
Englander |
Schedule A
Transactions in the Issuer’s Common Stock During the Past 60 Days: