-----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, Q+aArajCPazo6tb/Fo6WbtjCMaT85u+/0ECuqSn/c8/jpstudST7JT9JiQV3mw8B mVicYE/fMearrgB82KzB6Q== 0000950136-05-003808.txt : 20050628 0000950136-05-003808.hdr.sgml : 20050628 20050628152108 ACCESSION NUMBER: 0000950136-05-003808 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050623 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050628 DATE AS OF CHANGE: 20050628 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12991 FILM NUMBER: 05920283 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 8-K 1 file001.htm FORM 8-K


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): June 23, 2005
                                                           -------------

                                  Langer, Inc.
                                  ------------
             (Exact name of registrant as specified in its charter)


- --------------------------------------------------------------------------------
         Delaware                      1-12991                 11-2239561
         --------                      -------                 ----------
(State or other jurisdiction    (Commission File Number)      (IRS Employer
     of incorporation)                                    Identification Number)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
      450 Commack Road, Deer Park, New York                      11729-4510
      -------------------------------------                      ----------
    (Address of principal executive offices)                     (Zip Code)
- --------------------------------------------------------------------------------

Registrant's telephone number, including area code: 631-667-1200

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:


     [ ]   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 240.13e-4(c))





ITEM 1.01     ENTRY INTO MATERIAL DEFINITIVE AGREEMENT.

On June 23, 2005, at the 2005 Annual Meeting of Stockholders of Langer, Inc.
(the "Company"), the Company's stockholders, upon the recommendation of the
Company's Board of Directors, voted to approve the 2005 Stock Incentive Plan
(the "2005 Stock Incentive Plan"). Under the 2005 Stock Incentive Plan, an
aggregate of 2,000,000 shares of the Company's common stock will be reserved for
issuance and available for awards. Awards under the 2005 Stock Incentive Plan
may include nonqualified stock options, incentive stock options, stock
appreciation rights, restricted shares of common stock, restricted units and
performance awards. Awards under the 2005 Stock Incentive Plan may be granted to
employees, officers, directors, consultants, independent contractors and
advisors of the Company or any subsidiary of the Company. The 2005 Stock
Incentive Plan will have a term of ten years expiring on June 23, 2015.

The material features of the 2005 Stock Incentive Plan are described in the
Company's amended Definitive Proxy Statement filed with the Securities and
Exchange Commission on May 26, 2005 (the "Proxy Statement") under the heading
"Proposal 2 - Approval of 2005 Stock Incentive Plan," and the description is
incorporated by reference in this report. In addition, the complete text of the
2005 Stock Incentive Plan is attached as Appendix A to the Proxy Statement and
is incorporated by reference in this report.





Item 8.01     Other Events.
              ------------

On June 28, 2005, the Company issued a press release announcing that it has
engaged the investment banking firm of Morgan Joseph & Co. Inc. to assist the
Company with its strategic acquisition program. A copy of the press release
issued by the Company on June 28, 2005, is attached hereto as an exhibit.


Item 9.01.    Financial Statements and Exhibits
              ---------------------------------

       (c)         Exhibits.

Exhibit            Description
- -------            -----------

 99.1              Press Release dated June 28, 2005


                                   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.

Dated:  June 28, 2005        LANGER, INC.

                                By: /s/ Joseph P. Ciavarella
                                    ------------------------
                                        Joseph P. Ciavarella, Vice President and
                                        Chief Financial Officer


                                  Exhibit Index
                                  -------------

                   Number      Exhibit
                   ------      -------

                   99.1        Press release dated June 28, 2005




EX-99.1 2 file002.htm PRESS RELEASE






[LANGER LOGO OMITTED]


CONTACT:     W. Gray Hudkins
             Chief Operating Officer
             (631) 667-1200, ext. 226

                              FOR IMMEDIATE RELEASE
                              ---------------------

             LANGER, INC. ENGAGES THE INVESTMENT BANKING FIRM OF
            MORGAN JOSEPH TO ASSIST WITH ITS ACQUISITION PROGRAM

         DEER PARK, N.Y., June 28, 2005 -- Langer, Inc. (NASDAQ: GAIT) today
announced that it has engaged the investment banking firm of Morgan Joseph & Co.
Inc. to assist the Company with its strategic acquisition program targeting,
among others, companies involved in consumer- and medically-oriented personal
care products, skincare product groups, cosmeceuticals, cosmetics, hair care and
related products, as well as certain orthopedic and consumer healthcare
products, designed to expand and complement its current orthopedic and skincare
businesses.

         Langer expanded the scope of its acquisition strategy with the
September 2004 combination with Silipos, Inc., a leading designer, manufacturer
and marketer of gel-based products focusing on the medical and skincare markets.
Silipos provided Langer with proprietary products, a sales network and strong
distribution channels, particularly among medical distributors, as well as an
entrance into the multi-billion dollar skincare market. Silipos sells its
products under the brand names Silipos, Geligne, and NouveauDerm.

         "Our acquisition program is aimed at augmenting Langer and Silipos'
product offerings and sales channels. Specifically, we are targeting the
acquisition of manufacturing companies in various segments of the personal care
market that complement our current business and further our goal of building a
sizable platform in this sector," said Warren B. Kanders, Chairman of the Board
of Directors. "Morgan Joseph, which has special expertise in the middle market,
is expected to assist us in executing our acquisition strategy, growing the
Company by targeting acquisitions aimed at gaining access to new sales channels,
acquiring new product lines, increasing penetration of existing markets, and
achieving entry into new market sectors."



                                       1





         On June 15, 2005, Langer successfully completed a public offering of
5,000,000 common shares at $6.50 per share, resulting in net proceeds, before
expenses, to the Company of approximately $30.2 million and increasing the
number of shares outstanding to approximately 9.398 million. Of the net
proceeds, approximately $16.5 million is expected to be used to repay
outstanding debt and promissory notes, with the balance to be used for working
capital and other general corporate purposes.


ABOUT LANGER

         Langer, Inc., together with its wholly owned subsidiary Silipos, Inc.,
is a leading provider of high quality medical products targeting the orthopedic,
orthotic and prosthetic markets. In addition, the Company offers a diverse line
of skincare products for the medical and therapeutic markets. The Company sells
its products primarily in the U.S. and Canada as well as in more than 30 other
countries to national, regional, international and independent medical
distributors and directly to healthcare professionals. Langer is based in Deer
Park, New York and has additional manufacturing facilities in Niagara Falls, New
York, Anaheim, California, Montreal, Canada, Stoke-on-Trent, UK as well as sales
and marketing offices in Ontario, Canada and New York, New York.


ABOUT MORGAN JOSEPH

         Morgan Joseph & Co. Inc., a New York-based investment banking firm
serving middle market companies, provides a full range of investment banking
services, including M&A and restructuring advice, equity and debt private
placements, public offerings, and equity and high yield research and trading, to
middle market businesses.

         Certain matters discussed in this press release constitute
forward-looking statements that involve risks and uncertainties that could cause
actual results to differ materially from those projected. The Company may use
words such as "anticipates," "believes," "plans," "expects," "intends," "future"
and similar expressions to identify forward-looking statements. These risks and
uncertainties are described in the Company's filings with the Securities and
Exchange Commission, including the Company's Registration Statement on Form S-1,
its 2004 Form 10-K and most recently filed Form 10-Qs and Form 8-Ks.



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