-----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, DrMkT1mu9wvvtWr/G2Yamfxub5ae0skd6FyajwzZ1UhkHvlEkCNi1OUy+IlxNtSi xpMTrHy4Bj0e4nbeBAMw+g== 0001073307-00-000001.txt : 20000202 0001073307-00-000001.hdr.sgml : 20000202 ACCESSION NUMBER: 0001073307-00-000001 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000114 EFFECTIVENESS DATE: 20000114 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: S-8 SEC ACT: SEC FILE NUMBER: 333-94769 FILM NUMBER: 508159 BUSINESS ADDRESS: STREET 1: 450 COMMACK ROAD CITY: DEER PARK STATE: NY ZIP: 11729 BUSINESS PHONE: 5166671200 MAIL ADDRESS: STREET 1: 450 COMMACK ROAD CITY: DEER PARK STATE: NY ZIP: 11729 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on January 14, 2000 Registration No. 333-_______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------ 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 New York 11729 (Address of Principal Executive Offices) (Zip Code) THE LANGER BIOMECHANICS GROUP, INC. 1992 STOCK OPTION PLAN (Full title of the plan) Daniel Gorney, President The Langer Biomechanics Group, Inc. 450 Commack Road Deer Park, New York 11729 (Name and address of agent for service) (516) 667-1200 (Telephone number, including area code, of agent for service) copy to: Gary T. Moomjian, Esq. Kaufman & Moomjian, LLC 50 Charles Lindbergh Boulevard - Suite 206 Mitchel Field, New York 11553 (516) 222-5100 ------------ CALCULATION OF REGISTRATION FEE
Proposed Proposed maximum maximum Amount of Title of Amount to be offering price aggregate registration securities to be registered registered (1) per share (1) offering price (1) fee Common Stock, par value $.02 per share ("Common Stock") . . . . . . . . . . . 200,000 (2) --- $330,410 (2) $87.23 (1) Represents additional shares of Common Stock issuable under The Langer Biomechanics Group, Inc. 1992 Stock Option Plan (the "1992 Stock Option Plan") by virtue of an amendment to the 1992 Stock Option Plan increasing the number of shares issuable thereunder from 350,000 to 550,000. Also covered hereby are such indeterminable number of additional shares of Common Stock as may become issuable pursuant to anti-dilution provisions contained in the 1992 Stock Option Plan, as amended. (2) Includes options previously granted to directors and employees of the Registrant to purchase an aggregate of 117,000 shares of Common Stock at an aggregate exercise price of $187,650 and 83,000 shares of Common Stock not yet issued at fair market value of $1.72 per share as of December 1, 1999, for an aggregate purchase price of $142,760.
-2- PART I Incorporation by Reference The contents of the Registration Statement on Form S-8 (Registration No. 333-89880) are hereby incorporated by reference herein. Additional Information On January 21, 1999, the Board of Directors of the Registrant approved an amendment to the 1992 Stock Option Plan to increase the number of shares of Common Stock issuable thereunder from 350,000 to 550,000. On September 15, 1999, the stockholders of the Registrant approved such amendment. Options to purchase an aggregate of 467,000 shares of Common Stock have been granted under the 1992 Stock Option Plan. Currently, there are options to purchase 386,000 shares of Common Stock issued and outstanding and options relating to 81,000 shares of Common Stock have been exercised. Options relating to 83,000 shares of Common Stock are still available for grant. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. Number Description 4 The Langer Biomechanics Group, Inc. 1992 Stock Option Plan, as amended through November 30, 1999. 5 Opinion and consent of Kaufman & Moomjian, LLC. 23.1 Consent of Kaufman & Moomjian, LLC (included in their opinion filed as Exhibit 5). 23.2 Consent of Deloitte & Touche LLP (Independent Auditors). -3- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Commack, New York on the 14th day of January, 2000. THE LANGER BIOMECHANICS GROUP, INC. By: /s/ Daniel J. Gorney ------------------------------------- Daniel J. Gorney President and Chief Executive Officer (Principal Executive Officer) By: /s/ Thomas G. Archbold ------------------------------------- Thomas G. Archbold Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. /s/ Stephen V. Ardia Director January 14, 2000 - -------------------------- Stephen V. Ardia /s/ Dr. Justin Wernick Director January 14, 2000 - -------------------------- Dr. Justin Wernick /s/ Thomas I. Altholz Director January 14, 2000 - -------------------------- Thomas I. Altholz /s/ Kenneth Granat Director January 14, 2000 - -------------------------- Kenneth Granat -4- THE LANGER BIOMECHANICS GROUP, INC. FORM S-8 REGISTRATION STATEMENT EXHIBIT INDEX Number Description 4 The Langer Biomechanics Group, Inc. 1992 Stock Option Plan, as amended through November 30, 1999. 5 Opinion and consent of Kaufman & Moomjian, LLC. 23.1 Consent of Kaufman & Moomjian, LLC (included in their opinion filed as Exhibit 5). 23.2 Consent of Deloitte & Touche LLP (Independent Auditors). EX-4 2 EXHIBIT 4 THE LANGER BIOMECHANICS GROUP, INC. 1992 STOCK OPTION PLAN (As amended through November 30, 1999) 1. Purpose of Plan The purpose of this 1992 Stock Option Plan (the "Plan") is to further the growth and development of The Langer Biomechanics Group, Inc. (the "Company") by encouraging and enabling employees, including officers, and directors of, and consultants and advisors to, the Company to obtain a proprietary interest in the Company through the ownership of stock, thereby providing such persons with an added incentive to continue in the employ or service of the Company and to stimulate their efforts in promoting the growth, efficiency and profitability of the Company, and affording the Company a means of attracting to its service persons of outstanding quality. 2. Shares of Stock Subject to the Plan Subject to the provisions of Section 12 hereof, an aggregate of 550,000 shares of the common stock, par value $.02 per share, of the Company ("Common Stock") shall be reserved for issuance upon the exercise of options which may be granted from time to time in accordance with the Plan. Such shares may be, in whole or in part, as the Board of Directors of the Company ("Board of Directors") shall from time to time determine, authorized but unissued shares or issued shares which have been reacquired by the Company. If, for any reason, an option shall lapse, expire or terminate without having been exercised in full, the unpurchased shares underlying these options shall (unless the Plan shall have been terminated) again be available for the purpose of the Plan. 3. Administration (a) The Board of Directors shall administer the Plan and, subject to the provisions of the Plan, shall have authority in its discretion to determine and designate from time to time, those persons eligible for a grant of options under the Plan, those persons to whom options are to be granted, the purchase price of the shares covered by each option, the time or times at which options shall be granted, and the manner in which said options are exercisable. In making such determination, the Board of Directors may take into account the nature of the services rendered by the respective persons, their present and potential contributions to the Company's success and such other factors as the Board of Directors in its sole discretion shall deem relevant. Subject to the express provisions of the Plan, the Board of Directors shall also have authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it, to determine the terms and provisions of the instruments by which options shall be evidenced, which shall not be inconsistent with the terms of the Plan, and to make all other determinations necessary or advisable for the administration of the Plan, all of which determinations shall be final, binding and conclusive. (b) The Board of Directors may, in its discretion, in accordance with the provisions of the Company's By-Laws, appoint from among its members a Stock Option Plan Committee (the "Committee"). Such Committee shall be composed of three or more directors and shall have and may exercise any and all of the powers relating to the administration of the Plan and the grant of options hereunder as are set forth above in Section 3(a), as the Board of Directors shall confer and delegate. The Board of Directors shall have the power at any time to f ill vacancies in, to change the membership of , or to discharge, such Committee. The Committee shall select one of its members as its Chairman and shall hold its meetings at such time and at such places as it shall deem advisable. A majority of such Committee shall constitute a quorum and such majority shall determine its action. The Committee shall keep minutes of its proceedings and shall report the same to the Board of Directors at the meeting next succeeding. No director or member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any option granted thereunder. 4. Persons To Whom Shares May Be Granted -1- Options may be granted to persons who are, at the time of the grant, employees, including officers, or directors of, or consultants or advisors to, the Company or any subsidiary corporation (as defined in Section 425 of the Internal Revenue Code of 1986, as amended (the "Code"), and herein referred to as "Subsidiary"), including part-time employees, as the Board of Directors (or Committee) shall select from time to time from among those nominated by the Board of Directors (or Committee). In addition, for purposes of this Plan, options may only be granted to those consultants and advisors who shall render bona fide services to the Company and such services must not be in connection with the offer or sale of securities in a capital raising transaction. Subject to the provisions hereinafter set forth, options granted under the Plan shall be designated either (i) "Incentive Stock Options" (which term, as used herein, shall mean options intended to be "incentive stock options" within the meaning of Section 422A of the Code) or (ii) "Non-Incentive Stock Options" (which term, as used herein, shall mean options not intended to be "incentive stock options" within the meaning of Section 422A of the Code). Each option granted to a person who is solely a director of the Company or a Subsidiary on the date of the grant shall be designated a Non-Incentive Stock Option. The Board of Directors (or Committee) may grant, at any time, new options to a person who has previously received options whether such prior options are still outstanding, have previously been exercised in whole or in part, have expired, or are canceled in connection with the issuance of new options. The purchase price of the new options may be established by the Board of Directors (or Committee) without regard to the existing option price. 5. Option Price (a) The purchase price of the Common Stock underlying each option shall be determined by the Board of Directors (or Committee), which determination shall be final, binding and conclusive; provided, however, that in no event shall the purchase price of Incentive Stock Options be less than 100% of the fair market value of the Common Stock on the date the option is granted. The purchase price for Non-Incentive Stock Options may be less than 100% of the fair market value of the Common Stock on the date the Option is granted. In determining such fair market value, the Board of Directors (or Committee) shall consider (i) the average between the highest and lowest selling prices of the Common Stock on the date on which the option is granted (if such Common Stock is listed on a national securities exchange); (ii) the closing bid prices as quoted by the National Quotation Bureau or a recognized dealer in the Common Stock on the date of grant (if such Common Stock is not listed on such an exchange); and (iii) such other factors as the Board of Directors (or Committee) shall deem appropriate or which may be relevant under applicable federal tax laws and Internal Revenue rules and regulations. For purposes of the Plan, the date of grant of an option shall be the date on which the Board of Directors (or Committee) shall by resolution duly authorize such option. (b) Notwithstanding any other provisions herein contained, with respect to Incentive Stock Options, the aggregate fair market value (as defined above), determined at the time the Incentive Stock Options are granted, of the common stock with respect to which such incentive stock options are exercisable for the first time by an employee during any calendar year shall not exceed $100,000. Non-incentive stock options shall not be subject to the limitations of this paragraph 5(b). 6. Exercise of Options (a) Subject to the provisions set forth in Sections 9, 10, 11 and 12 hereof, no option shall be exercisable unless the holder thereof shall have been an employee, including officer or director of the Company and/or a Subsidiary, from the date of the granting of the option until the date of exercise. This provision shall not be applicable to non-incentive options granted to consultants or advisors of the Company. (b) The number of shares which are issued pursuant to the exercise of an option shall be charged against the maximum limitations on shares set forth in Section 2 hereof. (c) The exercise of an option shall be made contingent upon receipt by the Company from the holder thereof of (i) a written representation and acknowledgment that at the time of such exercise it is his then present intention to acquire the option shares for investment and not with a view to distribution or resale thereof, that he knows that the Company is not obligated to register the shares and that the shares may have to be held indefinitely unless an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act") , is available or the Company -2- has registered the shares underlying the options, that the Company may place a legend on the certificate(s) evidencing the shares reflecting the fact that they were acquired for investment and cannot be sold or transferred unless registered under the Act or unless counsel for the Company is satisfied that the circumstances of the proposed transfer do not require such registration and (ii) cash, or a check to its order, for the purchase price of such shares. (d) The holder of an option shall have none of the rights of a shareholder with respect to shares subject to the option until a certificate for such shares has been issued to him upon the due exercise of the option. 7. Term of Options The period during which each option granted hereunder shall be exercisable shall be determined by the Board of Directors (or Committee); provided, however, that no option shall be exercisable for a period exceeding ten (10) years from the date the options are granted. 8. Non-Transferability of options No option granted pursuant to this Plan shall be subject to anticipation, sale, assignment, pledge, encumbrance, or charge or otherwise transferable except by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order, as defined by the Code or Title I of the Employee Retirement Income Security Act or the rules thereunder, and an option shall be exercisable during the lifetime of the holder thereof only by such holder. 9. Termination of Services In the event that an employee, officer or director to whom an option has been granted under the Plan shall cease to be an employee, officer or director of the Company or a Subsidiary, by reason of a termination of such relationship other than by reason of death, disability or retirement at age 65, such holder may exercise such options prior to the expiration date of such Options or within three months after the date of termination, whichever is earlier, but only to the extent the holder had the right to exercise such options on the date of termination. So long as such holder of an option shall continue to be in the employ, or continue to be a director, of the Company or one or more of its Subsidiaries, such holder's option shall not be affected by any change of duties or position. Absence on leave approved by the employing corporation shall not be considered an interruption of employment for any purpose under the Plan. The granting of an option in any year shall not give the holder of the option any rights to similar grants in future years or any right to be retained in the employ or service of the Company or any of its Subsidiaries or interfere in any way with the right of the Company or any such Subsidiary to terminate such holder's employment or services at any time. Notwithstanding the foregoing, no option may be exercised after ten years from the date of its grant. 10. Retirement or Disability of Holder of Option If any employee, officer of director to whom an option has been granted under the Plan shall cease to be an employee, officer or director of the Company or a Subsidiary, by reason of disability or retirement at age 65, such holder may exercise such option at any time prior to the expiration date of the option or within three months (one year in the case of termination by reason of disability) after the date of termination for such cause, whichever is earlier, but only to the extent such holder had the right to exercise such option on the date of termination. Notwithstanding the foregoing, no option may be exercised after ten years from the date of its grant. 11. Death of Holder of Option If any employee, officer or director to whom an option has been granted under the Plan shall cease to be an employee, officer or director of the Company or a Subsidiary by reason of death, or such holder of an option shall die within three months after termination by reason of retirement at age 65, the option may be exercised by the person or persons to whom such optionee's rights under the option are transferred by will or by the laws of descent and distribution at any time prior to the expiration date of the option or within three months from the date of death, whichever is earlier, but only to the extent such holder of the option had the right to exercise such option on the date -3- of such termination. Notwithstanding the foregoing, no option may be exercised after ten years from the date of its grant. 12. Adjustments Upon Changes in Capitalization If the shares of Common Stock outstanding are changed in number, kind or class by reason of a stock split, combination, merger, consolidation, reorganization, reclassification, exchange or any capital adjustment, including a stock dividend, or if any distribution is made to shareholders other than a cash dividend, then (i) the aggregate number and class of shares that may be issued or transferred pursuant to Section 2, (ii) the number and class of shares which are payable under outstanding options, and (iii) the purchase price to be paid per share under outstanding options, shall be adjusted as hereinafter provided. In the event of a liquidation of the Company, or a merger, reorganization, or consolidation of the Company with any other corporation in which the Company is not the surviving corporation or the Company becomes a wholly owned subsidiary of another corporation, any unexercised options theretofore granted under the Plan shall be deemed canceled unless the surviving corporation in any such merger, reorganization or consolidation elected to assume the options under the Plan or to issue substitute options in place thereof; provided, however, that, notwithstanding the foregoing, if such options would otherwise be canceled in accordance with the foregoing, the optionee shall have the right, exercisable during a ten-day period ending on the fifth day prior to such liquidation, merger or consolidation, to exercise the option in whole or in part. Adjustments under this Section 12 shall be made in a proportionate and equitable manner by the Board of Directors (or Committee), whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. In the event that a fraction of a share results from the foregoing adjustment, said fraction shall be eliminated and the price per share of the remaining shares subject to the option adjusted accordingly. The granting of an option pursuant to this Plan shall not affect in any way the right or power of the Company to make adjustments, reorganizations, reclassification, or changes of its capital or business structure or to merge, consolidate, dissolve, liquidate, or sell or transfer all or any part of its business or assets. 13. Vesting of Rights Under options Nothing contained in this Plan or in any resolution adopted or to be adopted by the Board of Directors (or Committee) or the shareholders of the Company shall constitute the vesting of any rights under any option. The vesting of such rights shall take place only when a written agreement shall be duly executed and delivered by and on behalf of the Company to the person to whom the option shall be granted. 14. Rights as a Shareholder A holder of an option shall have no rights of a shareholder with respect to any shares covered by his option until the date of issuance of a stock certificate to him for such shares. 15. Termination and Amendment The Board of Directors may, at any time, terminate or suspend this Plan or make such modifications or amendments thereto as it shall deem advisable; provided, however, that no termination, modification or amendment shall adversely affect the rights of a holder of an option previously granted under the Plan. 16. Modification. Extension and Renewal of Options Subject to the terms and conditions and within the limitations of the Plan, the Board of Directors may modify, extend or renew outstanding options granted under the Plan, or accept the surrender of outstanding options (to the extent not theretofore exercised) and authorize the granting of new options in substitution therefor. Notwithstanding the -4- foregoing, no modification of an option shall, without the consent of the holder thereof, alter or impair any rights or obligations under any option theretofore granted under the Plan. 17. Indemnification In addition to such other rights of indemnification as they may have as members of the Board of Directors (or Committee), the members of the Board of Directors (or Committee) administering the Plan shall be indemnified by the Company against reasonable expenses, including attorneys' fees, actually and necessarily incurred in connection with the defense of any action, suit, or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any option granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any action, suit, or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit, or proceeding that such member is liable for negligence or misconduct in the performance of his duties, provided that within 60 days after institution of any such action, suit, or proceeding, the member shall in writing offer the Company the opportunity, at its own expense, to handle and defend the same. 18. Effective Date The Plan shall become effective as of July 27, 1992, upon its approval by the majority of the holders of all outstanding shares of common stock of the Company entitled to vote thereon and shall terminate on the close of business on July 26, 2002, and no option may be granted under the Plan thereafter, but such termination shall not affect any option theretofore granted. -5- EX-5 3 EXHIBIT 5 KAUFMAN & MOOMJIAN, LLC 50 Charles Lindbergh Boulevard - Suite 206 Mitchel Field, New York 11553 January 14, 2000 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: The Langer Biomechanics Group, Inc. Registration Statement on Form S-8 1992 Stock Option Plan, as amended Dear Sirs/Madams: We have acted as counsel to The Langer Biomechanics Group, Inc., a New York corporation (the "Corporation"), in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of 200,000 shares (the "Shares") of the common stock, par value $.02 per share (the "Common Stock"), of the Corporation, issuable under the Corporation's 1992 Stock Option Plan, as amended (the "Plan"). In this regard, we have participated in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") relating to the Shares and Plan. We advise you that we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Corporation's Certificate of Incorporation, as amended to date, (ii) the Corporation's By-laws, as amended to date, (iii) the records of corporate proceedings of the Corporation, including, but not limited to, the Minutes of the Meeting of the Board of Directors, held on November 30, 1998, at which time the Plan was approved and 200,000 additional shares of Common Stock were authorized and reserved for issuance under the Plan and (iv) such other agreements, certificates, instruments and documents, and we have made such examination of law, as we have deemed appropriate as the basis for the opinions hereinafter expressed. In making such examinations, we have assumed the genuiness of all signatures, the authenticity of all documents presented to us as original documents, the adequacy and legal sufficiency of the consideration being tendered to the Corporation in exchange for the Shares and the conformity to authentic original documents of documents presented to us as certified or photostatic copies. Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized, and, when issued and delivered in accordance with the Plan and any applicable award agreement entered into pursuant to the Plan, shall be validly issued, fully paid and non-assessable. We hereby consent to be named in the Registration Statement and to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, /s/ Kaufman & Moomjian, LLC Kaufman & Moomjian, LLC EX-23 4 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of The Langer Biomechanics Group, Inc. on Form S-8 of our report dated June 4, 1999 appearing in the Annual Report on Form 10-K of The Langer Biomechanics Group, Inc. for the year ended February 28, 1999. /s/ Deloitte & Touche LLP Jericho, New York January 13, 2000 -----END PRIVACY-ENHANCED MESSAGE-----