-----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, TwGhF+i/lK5YdvZmR3tBsPSjg8r1CalGBzHvTTsMNXSPGIFnw2UmsxF/7BI6RCQ8 f8iEzVNUEq9relijVh354g== 0000851909-08-000015.txt : 20081001 0000851909-08-000015.hdr.sgml : 20081001 20081001171020 ACCESSION NUMBER: 0000851909-08-000015 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081001 DATE AS OF CHANGE: 20081001 GROUP MEMBERS: ISRAEL A. ENGLANDER GROUP MEMBERS: MILLENCO LLC GROUP MEMBERS: MILLENNIUM MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LANGER INC CENTRAL INDEX KEY: 0000725460 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 112239561 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36032 FILM NUMBER: 081100581 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: MILLENNIUM PARTNERS, L.P. CENTRAL INDEX KEY: 0000851909 IRS NUMBER: 133521699 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O MILLENNIUM MANAGEMENT, L.L.C. STREET 2: 666 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10103 BUSINESS PHONE: 2128414000 MAIL ADDRESS: STREET 1: C/O MILLENNIUM MANAGEMENT, L.L.C. STREET 2: 666 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10103 FORMER COMPANY: FORMER CONFORMED NAME: MILLENNIUM PARTNERS L P DATE OF NAME CHANGE: 20000628 SC 13D/A 1 gait_sc13d-a1.htm Schedule 13D



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Final Amendment)


Langer, Inc.
(Name of Issuer)

Common Stock, par value $0.02 per share
(Title of Class of Securities)

515707107
(CUSIP Number)

Simon M. Lorne, Esq.
Millennium Management LLC
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)

September 29, 2008
(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 of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o .


SCHEDULE 13D

CUSIP No. 515707107
1
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

Millennium Partners, L.P.
13-3521699
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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

Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER

-0-
8
SHARED VOTING POWER

-0-
 
9
SOLE DISPOSITIVE POWER

-0-
 
10
SHARED DISPOSITIVE POWER

-0-
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 

 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%
14
TYPE OF REPORTING PERSON

PN

SCHEDULE 13D

CUSIP No. 515707107
1
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

Millenco LLC
13-3532932
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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

-0-
8
SHARED VOTING POWER

2,449
 
9
SOLE DISPOSITIVE POWER

-0-
 
10
SHARED DISPOSITIVE POWER

2,449
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,449
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 

 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%
14
TYPE OF REPORTING PERSON

OO, BD

SCHEDULE 13D

CUSIP No. 515707107
1
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

Millennium Management LLC
13-3804139
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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

-0-
8
SHARED VOTING POWER

2,449
 
9
SOLE DISPOSITIVE POWER

-0-
 
10
SHARED DISPOSITIVE POWER

2,449 

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,449

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%
14
TYPE OF REPORTING PERSON

OO

SCHEDULE 13D

CUSIP No. 515707107
1
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

Israel A. Englander
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER

-0-

8
SHARED VOTING POWER

2,449 
9
SOLE DISPOSITIVE POWER
 
-0- 
10
SHARED DISPOSITIVE POWER

2,449 

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,449
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0%
14
TYPE OF REPORTING PERSON
 
IN

Explanatory Note  

Introduction

   This Final Amendment to Schedule 13D ("Final Amendment to Schedule 13D") amends the Schedule 13D filed on December 18, 2006 ("Schedule 13D") by the Reporting Persons (as defined in Item 2, below), relating to their beneficial ownership of the common stock, par value $0.02 per share (the "Common Stock"), of Langer, Inc., a Delaware corporation (the "Issuer").

   This Final Amendment to Schedule 13D (i) amends and restates Item 3, Item 5 and Item 6 and (ii) reflects a material change in the number of shares beneficially owned by each Reporting Person and the percentage of class represented by such ownership since the filing of the Schedule 13D for each Reporting Person. Except for the above-referenced amendments, this Final Amendment to Schedule 13D does not modify any of the information previously reported on the Schedule 13D.

Item 1.      Security and Issuer.

   The name of the Issuer is Langer, Inc. The address of the Issuer’s principal executive offices is 450 Commack Road, Deer Park, New York 11729. This Final Amendment to Schedule 13D relates to the Issuer’s 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 LLC, a Delaware limited liability company ("Millenco"). Millenco is a broker-dealer and a member of the American Stock Exchange and the NASDAQ.

   Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general 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. Millennium Partners, Millenco, Millennium Management and Mr. Englander will be collectively referred to as the reporting persons ("Reporting Persons") in this Final Amendment to Schedule 13D.

   The business address for Millennium Partners, Millenco, Millennium Management and Mr. Englander is c/o Millennium Management LLC, 666 Fifth Avenue, New York, New York 10103. Mr. Englander is a United States citizen.

   (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 issu ed 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 the Convertible Subordinated Note Purchase Agreement, dated as of December 7, 2006 (the "Note Purchase Agreement") by and among the Issuer and the purchasers named therein, including Millennium Partners, Millennium Partners expended $4,000,000 to acquire a 5% Convertible Subordinated Note, due December 7, 2011, in the original principal amount of $4,000,000 (the "Note"). 842,105 shares of the Issuer’s Common Stock were issuable to Millennium Partners upon conversion of the Note. On September 29, 2008, Millennium Partners sold the Note to a third party through a broker for $1,400,000. The amount of funds used to purchase the 2,449 shares of the Issuer’s Common Stock held by Millenco was approximately $3,368, 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 Millennium Partners and Millenco as and when required to open or carry positions in the margin accounts, subject to applicable margin regulations, stock exchange rules and the prime broker’s 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 Issuer’s 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, Millennium Partners is no longer the beneficial owner of any of the Issuer’s Common Stock. Millenco is the beneficial owner of 2,449 shares of the Issuer’s Common Stock.

   Millennium Management, as the manager of Millenco, may also be deemed to beneficially own the above-described shares of the Issuer’s Common Stock beneficially owned by Millenco.

   Mr. Englander, as the managing member of Millennium Management, may also be deemed to beneficially own the above-described shares of the Issuer’s Common Stock beneficially owned by Millenco.

   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 Millenco.

   Accordingly, as of the date of this filing, Mr. Englander and Millennium Management may be deemed to be beneficial owners of 2,449 shares of the Issuer’s Common Stock, which represents approximately 0.0% of the outstanding shares of Common Stock. The calculation of the foregoing percentage is on the basis of 10,651,573 shares of the Issuer’s Common Stock outstanding as of August 11, 2008, as per the Issuer’s Form 10-Q, dated August 12, 2008.

   (b)  Millenco may be deemed to hold shared power to vote and to dispose of the 2,449 shares of the Issuer’s Common Stock described in (a) above. Mr. Englander and Millennium Management may be deemed to hold shared power to vote and to dispose of the 2,449 shares of the Issuer’s 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 of the Issuer’s Common Stock held by Millennium Partners and Millenco.

   (c)  Transactions in Issuer’s Common Stock during the past 60 days: As described in Item 3, on September 29, 2008, Millennium Partners sold the Note to a third party through a broker for $1,400,000. The Reporting Persons did not effect any other transactions in the Issuer’s Common Stock during the past 60 days.

   (d)  No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the shares of Common Stock reported in this Final Amendment to Schedule 13D.

   (e)  On September 29, 2008, the Reporting Persons ceased to beneficially own in excess of 5% of the Issuer’s Common Stock.

Item 6.      Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

   In connection with arrangements with Millennium Partners’ and Millenco’s prime brokers, such prime brokers are permitted to lend securities in Millennium Partners’ and Millenco’s accounts (as the case may be) to the extent permitted by debit balances in such accounts. Millennium Partners and Millenco generally will not have any knowledge of the specific loans made by such prime brokers. In addition, in the ordinary course of business, Millennium Partners and Millenco (or their 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. However, it should be noted that shares lent by Millennium Partners, Millenco or their prime brokers may not be able to be recalled in advance of an applicable record date and thus, such loaned shares may not be able to be voted by Millennium Partners or Millenco (as the case may be).

   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 September 30, 2008, by and among Millennium Partners, L.P., Millenco LLC, Millennium Management LLC 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: September 30, 2008

MILLENNIUM PARTNERS, L.P.

By: Millennium Management LLC,
       its general partner

By: /s/ David Nolan

Name: David Nolan
Title:  Co-President

 

MILLENCO LLC

By: /s/ Mark Meskin

Name: Mark Meskin
Title:  Chief Executive Officer

 

MILLENNIUM MANAGEMENT LLC

By: /s/David Nolan

Name: David Nolan
Title:  Co-President

 

/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, par value $0.02 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: September 30, 2008

MILLENNIUM PARTNERS, L.P.

By: Millennium Management LLC,
       its general partner

By: /s/ David Nolan

Name: David Nolan
Title:  Co-President

 

MILLENCO LLC

By: /s/ Mark Meskin

Name: Mark Meskin
Title:  Chief Executive Officer

 

MILLENNIUM MANAGEMENT LLC

By: /s/David Nolan

Name: David Nolan
Title:  Co-President

 

/s/ Israel A. Englander by David Nolan
pursuant to Power of Attorney filed with
the SEC on June 6, 2005

Israel A. Englander


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