-----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, G3X73naV9Wlca3raWIZ+1B9n0UlSyjuufFoThKbfVpbObOVIi5LUklgk8gCaxeJk QZguhVt1TpnVgV+G738/3A== /in/edgar/work/20000921/0001073307-00-000019/0001073307-00-000019.txt : 20000924 0001073307-00-000019.hdr.sgml : 20000924 ACCESSION NUMBER: 0001073307-00-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000917 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000921 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LANGER BIOMECHANICS GROUP INC CENTRAL INDEX KEY: 0000725460 STANDARD INDUSTRIAL CLASSIFICATION: [3842 ] IRS NUMBER: 112239561 STATE OF INCORPORATION: NY FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-12991 FILM NUMBER: 726215 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 8-K 1 0001.txt FORM 8-K 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): September 17, 2000 The Langer Biomechanics Group, Inc. (Exact name of registrant as specified in its charter) New York 0-12991 11-2239561 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification Number) 450 Commack Road Deer Park, New York 11729 (Address of principal executive offices) (Zip Code) (631) 667-1200 (Registrant's telephone number, including area code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) Item 1. Changes in Control of Registrant. --------------------------------- (b) On September 17, 2000, The Langer Biomechanics Group, Inc. (the "Company") entered into a letter of intent, dated September 14, 2000, with OrthoStrategies, Inc. ("OSI") pursuant to which OSI is to acquire the Company (the "Letter of Intent"). The proposed acquisition will be in the form of a merger, with shareholders of the Company receiving $1.75 per share in cash. The purchase price per share is subject to adjustment, from a minimum of $1.73 to a cap of $1.81, depending upon the net worth and net working capital of the Company at the time of the merger. The proposed acquisition is subject to certain conditions, including, among others, the execution of a formal merger agreement, the obtaining of requisite financing by OSI, and the meeting of minimum net worth and net working capital parameters by the Company. After the execution of the contemplated merger agreement, the Company will hold a special meeting of its shareholders to vote upon the merger. Reference is made to the Letter of Intent for the complete details thereof, a copy of which is attached hereto as Exhibit 1 and incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. ----------------------------------------- (c) Exhibits 1. The Letter of Intent. 2 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: September 21, 2000 The Langer Biomechanics Group, Inc. By: /s/ Thomas G. Archbold ------------------------------------ Name: Thomas G. Archbold Title: Chief Financial Officer 3 -----END PRIVACY-ENHANCED MESSAGE-----