-----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, N/hLMCPhLdZaqDmhoEOehH2O65qGRHv0PCQa/4wwnwIriGBM9ie/DLwxv3gzLndx NZJaqEM3LClGwLYFXXIVFA== 0000912057-01-523245.txt : 20010711 0000912057-01-523245.hdr.sgml : 20010711 ACCESSION NUMBER: 0000912057-01-523245 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010526 FILED AS OF DATE: 20010710 FILER: 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: 10-Q SEC ACT: SEC FILE NUMBER: 000-12991 FILM NUMBER: 1677821 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 10-Q 1 a2053884z10-q.txt 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended MAY 26, 2001 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-12991 THE LANGER BIOMECHANICS GROUP, INC. --------------------------------------------------------------- (Exact name of registrant as specified in its charter.) NEW YORK 11-2239561 -------------------------------------- ------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization.) Identification No.) 450 COMMACK ROAD, DEER PARK, NY 11729 --------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (516) 667-1200 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES |X| NO |_| Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. Common Stock, $.02 Par Value - 4,181,922 shares as of July 5, 2001. 1 INDEX THE LANGER BIOMECHANICS GROUP, INC. AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION PAGE Item 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheets -- May 26, 2001 and February 28, 2001 3 Condensed Consolidated Statements of Operations -- Three Months ended May 26, 2001 and May 27, 2000 4 Condensed Consolidated Statements of Cash Flows -- Three months ended May 26, 2001 and May 27, 2000 5 Notes to Condensed Consolidated Financial Statements -- Three Months ended May 26, 2001 and May 27, 2000 6 - 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 - 10 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 11 Signatures 12
2 THE LANGER BIOMECHANICS GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS
May 26, 2001 February 28,2001 ------------ ---------------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 2,227,878 $ 868,846 Accounts receivable, net of allowance for doubtful accounts of $58,000 1,792,699 1,542,464 Inventories, net (Note 5) 958,861 973,863 Prepaid expenses and other current assets 282,250 200,839 ------------ ------------ Total current assets 5,261,688 3,586,012 Property and equipment, net 613,149 683,501 Other assets 281,057 284,706 ------------ ------------ Total Assets $ 6,155,894 $ 4,554,219 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt $ 581,458 Accounts payable $ 634,195 652,974 Accrued liabilities: Other current liabilities 1,216,990 1,166,162 Unearned revenue-current 413,852 428,133 ------------ ------------ Total current liabilities 2,265,037 2,828,727 Accrued pension expense 22,118 13,118 Unearned revenue-long-term 118,638 104,381 Deferred income taxes 8,490 8,662 ------------ ------------ Total liabilities 2,414,283 2,954,888 ------------ ------------ Stockholders' equity : Common stock, $.02 par value. Authorized 10,000,000 shares; Issued 4,249,022 and 2,849,022 shares, respectively 84,981 56,981 Additional paid-in capital 12,193,555 10,086,555 Accumulated deficit (8,108,322) (8,118,291) Accumulated other comprehensive loss (313,146) (310,457) ------------ ------------ 3,857,068 1,714,788 Less: treasury stock at cost, 67,100 and 81,500 shares, respectively (115,457) (115,457) ------------ ------------ Total stockholders' equity 3,741,611 1,599,331 ------------ ------------ Total Liabilities and Stockholders' Equity $ 6,155,894 $ 4,554,219 ============ ============
See notes to condensed consolidated financial statements. 3 THE LANGER BIOMECHANICS GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended May 26, 2001 May 27, 2000 ------------ ------------ Net sales (Note 6) $ 3,039,029 $ 2,769,695 Cost of sales 1,906,283 1,750,583 ----------- ----------- Gross profit 1,132,746 1,019,112 Selling expenses 366,723 507,280 Research and development expenses 34,519 55,726 General and administrative expenses 406,297 361,595 Corporate overhead expenses 305,921 128,109 ----------- ----------- Income (loss) from operations 19,286 (33,598) ----------- ----------- Other income (expense): Other income 5,099 (9,638) Interest expense (9,416) (5,875) Minority interest -- 5,188 ----------- ----------- Other (expense), net (4,317) (10,325) ----------- ----------- Income (loss) before income taxes 14,969 (43,923) Provision for income taxes (Note 1): 5,000 -- ----------- ----------- Net income (loss) $ 9,969 $ (43,923) =========== =========== Weighted average number of common shares used in computation of net income (loss) per share Basic 3,023,301 2,551,205 Diluted 3,373,929 2,551,205 Net income (loss) per common share (Note 9): Basic $ 0.00 $ (0.02) =========== =========== Diluted $ 0.00 $ (0.02) =========== ===========
See notes to condensed consolidated financial statements. 4 THE LANGER BIOMECHANICS GROUP AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended May 26, 2001 May 27, 2000 ------------ ------------ Cash Flows From Operating Activities: Net income (loss) 9,969 $ (43,923) Adjustments to reconcile net income to net cash (used in) operating activities: Deferred foreign taxes 14 (739) Depreciation and amortization 87,125 104,591 Provision for doubtful accounts receivable 6,000 2,440 Changes in operating assets and liabilities: Accounts receivable (263,993) (153,008) Inventories 11,477 95,510 Prepaid expenses and other assets (81,935) 2,324 Accounts payable and accrued liabilities 41,761 (45,574) Net pension liability 9,000 9,000 Unearned revenue 2,571 (15,135) ----------- ----------- Net cash (used in) operating activities (178,010) (44,514) ----------- ----------- Cash Flows From Investing Activities: Langer UK Purchase -- (145,138) Capital expenditures (16,500) (9,296) ----------- ----------- Net cash (used in) investing activities (16,500) (154,434) ----------- ----------- Cash Flows From Financing Activities: Repayments on equipment line (81,458) (4,791) Issuance of stock-UK purchase -- 65,139 Treasury stock acquired -- (80,214) Repayment of loan to Company's CEO (500,000) -- Issuance of shares from Option exercise 2,135,000 -- ----------- ----------- Net cash provided by (used in) financing activities 1,553,542 (19,866) ----------- ----------- Net increase (decrease) in cash and cash equivalents 1,359,032 (218,814) Cash and cash equivalents at beginning of period 868,846 918,115 ----------- ----------- Cash and cash equivalents at end of period 2,227,878 $ 699,301 =========== =========== Supplemental Disclosures of Cash Flow Information: Cash paid during the year for: Interest expense $ 11,817 $ 5,875 =========== =========== Inc $ -- $ -- ----------- -----------
See notes to condensed consolidated financial statements. 5 THE LANGER BIOMECHANICS GROUP, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MAY 26, 2001 AND MAY 27, 2000 (UNAUDITED) NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS A) Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to the consolidated financial statements and footnotes thereto for the fiscal year ended February 28, 2001. Operating results for the period ended May 26, 2001 are not necessarily indicative of the results that may be expected for the year ending February 28, 2002. B) Income per Share Basic earnings per share are based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share are based on the weighted average number of shares of common stock and common stock equivalents (options and warrants) outstanding during the period, except where the effect would be antidilutive, computed in accordance with the treasury stock method. C) Provision for Income Taxes For the period ended May 26, 2001, there was no provision for income taxes on domestic operations and the provision for income taxes on foreign operations was estimated at 21%. There was no provision for income taxes for the period ended May 27, 2000. D) Reclassifications Certain amounts have been reclassified in the prior year condensed consolidated financial statements to present them on a basis consistent with the current year. NOTE 2 - CHANGE IN CONTROL Effective February 13, 2001, Andrew H. Meyers, Greg Nelson and Langer Partners LLC, and its designees ("Offerors"), acquired a controlling interest in the Company when they purchased 1,362,509 validly tendered shares of the Company at $1.525 per share, or approximately 51% of the then outstanding common stock of the Company, under the terms of a December 27, 2000 Tender Offer Agreement (the "Tender") under which the Offerors offered to purchase up to 75% of the Company's common stock. In order to provide the Company with adequate equity to maintain the Company's compliance with the listing requirements of the NASDAQ small cap market and to enable the Company to finance its ongoing operations as well as potentially take advantage of opportunities in the marketplace and in order to induce the Offerors to enter into the Tender Offer Agreement, pursuant to its terms, the Offerors were granted 180 day options to purchase up to 1,400,000 shares of the Company's common stock, with an initial exercise price of $1.525 per share, rising up to $1.60 per share (the "Options"). On May 11, 2001, the Offerors fully exercised the Options at $1.525 per share for $2,135,0000, which was invested in the Company. Andrew H. Meyers, CEO, converted a $500,000 loan plus accrued interest as partial consideration for the payment of the shares of stock issued upon the exercise of his portion of these Options (see Note 3). 6 NOTE 3 - CREDIT FACILITIES Upon closing of the Tender and the resultant change in control of the Company, the Company's existing revolving credit facility with a bank was terminated. In February 2001, the Company's President and Chief Executive Officer, Andrew H. Meyers, loaned $500,000 to the Company evidenced by a promissory note, bearing interest at prime plus 1%, due August 31,2001,subject to prepayment under certain conditions including exercising of the Options (see Note 2). Upon exercise of the Options on May 11, 2001, the principal amount of the loan, together with accrued interest in the amount of $11,112 was exchanged by the CEO as partial consideration for the payment of the shares of stock issued upon exercise of his portion of the Options. NOTE 4 - DERIVATIVE FINANCIAL INSTRUMENTS As of March 1, 2001, the Company adopted Statement of Financial Accounting Standards No. 133 "Accounting for Derivative Instruments and Hedging Activities" ("SFAS No. 133"), as amended. As a result of adopting SFAS No. 133, the Company recognizes all derivative financial instruments in the consolidated financial statements at fair value regardless of the purpose or intent for holding the instrument. Changes in the fair value of derivative financial instruments are either recognized periodically in income or in stockholders' equity as a component of other comprehensive income depending on whether the derivative financial instrument qualifies for hedge accounting, and if so, whether it qualifies as a fair value or cash flow hedge. Generally, changes in the fair value of derivatives accounted for as fair value hedges are recorded in income along with the portions of the changes in the fair values of the hedged items that relate to the hedged risks. Changes in the fair value of derivatives accounted for as cash flow hedges, to the extent they are effective as hedges, are recorded in other comprehensive income net of deferred taxes. Changes in fair values of derivatives not qualifying as hedges are reported in income. To date, the Company has not entered into any derivative financial instruments. NOTE 5 - INVENTORIES The Company did not take a physical inventory as of May 26, 2001. Inventories and cost of sales for the interim period were based on the Company's perpetual inventory records.
May 26, 2001 February 28, 2001 ------------ ----------------- (Unaudited) Inventories consist of: Raw materials $ 774,963 $ 795,111 Work-in-process 113,165 107,006 Finished goods 274,026 265,069 ---------- ---------- Total Inventories 1,162,154 1,167,186 Less allowance for obsolescence 203,293 193,323 ---------- ---------- Net inventories $ 958,861 $ 973,863 ========== ==========
NOTE 6 - SEASONALITY Revenues derived from the Company's sale of orthotic devices, a substantial portion of the Company's operations, have historically been significantly higher in the warmer months of the year. NOTE 7 - COMPREHENSIVE INCOME The Company's comprehensive earnings were as follows: 7
Three Months Ended May 26, 2001 May 27, 2000 ------------ ------------ Net income (loss) $ 9,969 $(43,923) Other comprehensive (loss) income, net of tax: Change in equity resulting from translation of financial statements into U.S. dollars (2,689) 2,499 -------- -------- Comprehensive income $ 7,280 $(41,424) ======== ========
NOTE 8 - SEGMENT INFORMATION The Company operates in two geographic segments (North America and United Kingdom) principally in the design, development, manufacture and sale of foot and gait-related products. Intersegment net sales are recorded at cost. Segment information was as follows:
North United Consolidated Three Months Ended May 26, 2001 America Kingdom - -------------------------------------------------------------------------------- Net sales from external customers $ 2,589,010 $ 450,019 $ 3,039,029 Intersegment net sales 83,583 -- 83,583 Gross margins 945,062 187,684 1,132,746 Income (loss) from operations (38,172) 57,458 19,286 Three months ended May 27, 2000 - -------------------------------------------------------------------------------- Net sales from external customers $ 2,387,471 $ 382,224 $ 2,769,695 Intersegment net sales 59,518 -- 59,518 Gross margins 860,711 158,401 1,019,112 (Loss) income from operations (39,282) 5,684 (33,598)
NOTE 9 - EARNINGS PER SHARE Basic earnings per common share ("EPS") are computed based on the weighted average number of common shares outstanding during each period. Diluted earnings per common share are computed based on the weighted average number of common shares, after giving effect to dilutive common stock equivalents outstanding during each period. The following table provides a reconciliation between basic and diluted earnings per share:
Three Months Ended Three Months Ended May 26, 2001 May 27, 2000 --------------------------------- ---------------------------------- Per Per Income Shares Share Income Shares Share --------- --------- --------- --------- --------- --------- BASIC EPS Income (loss) available to common stockholders $ 9,969 3,023,301 $ 0.00 $ (43,923) 2,551,205 $ (0.02) EFFECT OF DILUTIVE SECURITIES Stock options -- 350,628 -- -- -- -- --------- --------- --------- --------- --------- --------- DILUTED EPS Income (loss) available to common stockholders plus assumed exercise of stock options $ 9,969 3,373,929 $ 0.00 $ (43,923) 2,551,205 $ (0.02) ========= ========= ========= ========= ========= =========
8 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CHANGE IN CONTROL Effective February 13, 2001, Andrew H. Meyers, Greg Nelson and Langer Partners LLC, and its designees ("Offerors"), acquired a controlling interest in the Company when they purchased 1,362,509 validly tendered shares of the Company at $1.525 per share, or approximately 51% of the then outstanding common stock of the Company, under the terms of a December 27, 2000 Tender Offer Agreement (the "Tender") under which the Offerors offered to purchase up to 75% of the Company's common stock. In order to provide the Company with adequate equity to maintain the Company's compliance with the listing requirements of the NASDAQ small cap market and to enable the Company to finance its ongoing operations as well as potentially take advantage of opportunities in the marketplace and in order to induce the Offerors to enter into the Tender Offer Agreement, pursuant to its terms, the Offerors were granted 180 day options to purchase up to 1,400,000 shares of the Company's common stock, with an initial exercise price of $1.525 per share, rising up to $1.60 per share (the "Options"). On May 11, 2001, the Offerors fully exercised the Options at $1.525 per share for an aggregate purchase price of $2,135,000. Upon closing of the Tender and the resultant change in control of the Company, the Company's existing revolving credit facility with a bank was terminated. In February 2001, the Company's President and Chief Executive Officer loaned $500,000 to the Company evidenced by a promissory note, bearing interest at prime plus 1%, which is due August 31,2001,subject to prepayment under certain conditions including exercising of the Options (see Note 2). Upon exercise of the Options on May 11, 2001, the principal amount of the loan, together with accrued interest in the amount of $11,112 was exchanged by the CEO as partial consideration for the payment of the shares of stock issued upon exercise of his portion of the Options. THREE MONTHS ENDED MAY 26, 2001, AS COMPARED WITH THREE MONTHS ENDED MAY 27, 2000. REVENUES Sales of $3,039,029 for the first quarter ended May 26, 2001 were $269,334 or 9.7% above the prior year's sales of $2,769,695 for the comparable period. This increase is due to both an increase in orthotic unit volume in both the Company's domestic operations as well as its United Kingdom operations and an increase in PPT sales principally to domestic distributors. GROSS PROFIT Gross profit as a percentage of sales was consistent with the prior year, increasing from 36.8% in the prior year quarter to 37.27% in the current year quarter. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Selling expenses for the three months ended May 26, 2001, decreased $140,557 or (27.7%) as compared to the corresponding period in the prior year due to a decrease in salary and salary related expenses, a reduction in promotional activities and a reduction in commissions to outside sales representatives. General and administrative expenses increased $44,702 or 12.3% as compared to the comparable period of the prior year due to increased consulting expenses resulting from required improvements in the infrastructure of the core manufacturing operations, and increased salary related expenses for the first quarter. RESEARCH AND DEVELOPMENT EXPENSES Research and development expenses for the quarter ended May 26, 2001 were $34,519, a decrease of $21,207 from the prior year level of $55,726 for the comparable period. The prior year period included expenditures associated with modifications to new manufacturing processes implemented in the prior year. 9 CORPORATE OVERHEAD EXPENSES Corporate overhead expenses for the first quarter increased $177,812 or 138.8% compared to the comparable period of the prior year as a result of putting in place both the management team and infrastructure necessary to implement the Company's growth initiatives. These expenses included increased legal fees and consulting expenses resulting from the change in management, increased travel and salary and salary related expenses. OTHER INCOME, NET Net other income was $(4,317) for the first quarter of the current fiscal year as compared with $(10,325) in the comparable prior year's quarter. The decrease in other expense was principally attributable to the prior year including a provision for minority interest in the earnings of the Company's Langer Biomechanics Group(UK) Limited subsidiary, which became a wholly-owned subsidiary on April 5, 2000. LIQUIDITY AND CAPITAL RESOURCES At May 26, 2001 the Company's cash and cash equivalents were $2,227,878, an increase of $1,359,032 from February 28, 2001. In order to provide the Company with adequate equity to maintain the Company's compliance with the listing requirements of the NASDAQ small cap market and to enable the Company to finance its ongoing operations as well as potentially take advantage of opportunities in the marketplace and in order to induce the Offerors to enter into the Tender Offer Agreement, pursuant to its terms, the Offerors were granted 180 day options to purchase up to 1,400,000 shares of the Company's common stock, with an initial exercise price of $1.525 per share, rising up to $1.60 per share (the "Options"). On May 11, 2001, the Offerors fully exercised the Options at $1.525 per share for an aggregate purchase price of $2,135,0000. The increase in cash balances was primarily attributable to the exercise of the Options. Cash flow from operations results in a use of cash of $178,010 for the quarter ended May 26, 2001 principally due to an increase in accounts receivable. The increased receivables principally result from the increase in net sales and a seasonal increase in accounts receivable in the Company's first quarter. On June 4, 2001, the Company received a letter from NASDAQ indicating that the Company was not in compliance with Marketplace Rule 4310(c)(2)(B), which requires the Company to have a minimum of $2,000,000 of net tangible assets or a market capitalization of $35,000,000 or $500,000 of net income for the most recently completed fiscal year or two of the three most recently completed fiscal years. Additionally, the letter further stated that the Company was not in compliance with a proposed new rule that would require $2,500,000 of stockholder's equity. On June 15, 2001, the Company responded to the NASDAQ letter, and as disclosed in the Company's filing on Form 10-K for the year ended February 28, 2001, indicated that as a result of the exercise of the Options, the Company was in compliance with both the minimum net tangible asset requirement as well as the proposed new minimum stockholder's equity requirement. The Company is presently in compliance with the NASDAQ Small Cap listing requirements and believes that it will continue to do so for the foreseeable future. Repurchases of the Company's common stock may be made from time to time in the open market at prevailing prices and may be made in privately negotiated transactions, subject to available resources. The Company may also finance acquisitions of other companies or product lines in the future from existing cash balances and, from borrowings from institutional lenders, and/or the public or private offerings of debt or equity securities. Management believes that its existing cash balances, funds generated from operations and the proceeds from the exercise of the Options discussed above will be adequate to meet the Company's cash needs during the fiscal year ending February 28, 2002. RECENT PRONOUNCEMENTS OF THE FINANCIAL ACCOUNTING STANDARDS BOARD As of March 1, 2001, the Company adopted Statement of Financial Accounting Standards No. 133 "Accounting for Derivative Instruments and Hedging Activities" ("SFAS No. 133"), as amended. As a result of adopting SFAS No. 133, the Company recognizes all derivative financial instruments in the consolidated financial statements at fair value regardless of the purpose or intent for holding the instrument. To date, the Company has not entered into any derivative financial instruments. 10 CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS This Form 10-Q contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 which can be identified by the use of forward-looking terminology such as "believes," "expects," "may," "will," "should," or "anticipates" or the negative thereof, other variations thereon or comparable terminology, or by discussions of strategy. No assurance can be given that future results covered by the forward-looking statements will be achieved, and other factors could also cause actual results to vary materially from the future results covered in such forward-looking statements. Factors that might cause such a difference include but are not limited to, product demand, the impact of competitive products and pricing and general business and economic conditions. Part II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits None (b) Reports on Form 8-K None 11 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 THEREUNTO DULY AUTHORIZED. THE LANGER BIOMECHANICS GROUP, INC. ----------------------- (REGISTRANT) DATE: JULY 5 , 2001 BY: /s/ ANDREW H. MEYERS ------------------------------------- ANDREW H. MEYERS PRESIDENT AND CHIEF EXECUTIVE OFFICER (PRINCIPAL EXECUTIVE OFFICER) BY: /s/ THOMAS G. ARCHBOLD ------------------------------------- THOMAS G. ARCHBOLD CHIEF FINANCIAL OFFICER (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER) 12 -----END PRIVACY-ENHANCED MESSAGE-----