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): July 23, 2009

PC GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-12991	11-2239561
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

245 Fifth Avenue, Suite 2201, New York, New York	10016
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  212 687-3260

Langer, Inc.

(Former name or former address, if changed since last report)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.03.  Material Modification to Rights of Security Holders.

On July 14, 2009, at the Company’s 2009 Annual Meeting of Stockholders (“2009 Annual Meeting”), the stockholders of the Company approved a proposal to amend the Company’s Certificate of Incorporation to change the Company’s name from Langer, Inc. to “PC Group, Inc.” At the 2009 Annual Meeting, the stockholders of the Company also approved a proposal to reduce the number of authorized shares of capital stock from 50,250,000 to 25,000,000.

The proposal to amend the Company’s Certificate of Incorporation to change the Company’s name is further described in the Proxy Statement for the 2009 Annual Meeting under the heading “Proposal 2 – Approval and Adoption of an Amendment to the Company’s Certificate of Incorporation to Change the Company’s Name from Langer, Inc. to ‘PC Group, Inc.’” and the description is incorporated by reference herein.

The proposal to amend the Company’s Certificate of Incorporation to decrease the number of authorized shares of capital stock of the Company from 50,250,000 to 25,000,000 is further described in the Proxy Statement for the 2009 Annual Meeting under the heading “Proposal 3 – Approval and Adoption of an Amendment to the Company’s Certificate of Incorporation to Decrease the Number of Authorized Shares of Stock” and the description is incorporated by reference herein.

On July 23, 2009, the Company filed an amendment to the Company’s Certificate of Incorporation with the Secretary of State of Delaware effecting both the name change and the decrease in the number of authorized shares.  The full text of the Amendment to the Company’s Certificate of Incorporation reflecting the two changes is attached as Exhibit 3.1 to this report and is incorporated by reference herein.

On July 23, 2009, the Company issued a press release announcing the name change and  that the Company’s stock ticker symbol on the NASDAQ Global Market will be changed from “GAIT” to “PCGR”, effective at the commencement of trading on July 24, 2009.

A copy of the press release announcing the Company’s name change and the change in the Company’s stock ticker symbol is attached as Exhibit 99.1 to this report and is incorporated by reference herein.

Item 9.01.  Financial Statements and Exhibits

(d) Exhibits.

Exhibit	Description
3.1	Certificate of Amendment of the Certificate of Incorporation of Langer, Inc.
99.1	Press Release dated July 23, 2009.

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: July 28, 2009

PC GROUP, INC.
By:	/s/ Kathleen P. Bloch
	Kathleen P. Bloch
	Vice President, Chief Operating Officer and Chief Financial Officer

Exhibit Index

Number	Exhibit
3.1	Certificate of Amendment to the Certificate of Incorporation of Langer, Inc.
99.1	Press Release dated July 23, 2009.

EX-3.1

EXHIBIT 3.1

CERTIFICATE OF AMENDMENT 

OF CERTIFICATE OF INCORPORATION 

OF

LANGER, INC. 

(Under Section 242 of the General Corporation Law)

The undersigned, Kathleen P. Bloch, hereby certifies that:

1.           She is the Vice President, Chief Operating Officer and Chief Financial Officer of Langer, Inc.,  a Delaware corporation (the “Corporation”), the Certificate of Incorporation of which was filed with the Secretary of State of the State of Delaware on May 13,  2002  (the “Certificate of Incorporation”).

2.           Article FIRST of the Corporation’s Certificate of Incorporation is hereby amended to read in its entirety as follows:

“FIRST: The name of the corporation (hereinafter referred to as the “Corporation”) is PC Group, Inc.”

3.           Article FOURTH of the Corporation’s Certificate of Incorporation is hereby amended to read in its entirety as follows:

“FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is Twenty Five Million (25,000,000) shares, of which Two Hundred Fifty Thousand (250,000) shares shall be preferred stock, $1.00 par value per share (hereinafter referred to as “Preferred Stock”), and of which Twenty Four Million Seven Hundred Fifty Thousand (24,750,000) shares shall be common stock, $0.02 par value per share. There is hereby expressly vested in the Board of Directors the authority to fix in the resolution or resolutions providing for the issue of each series of Preferred Stock, the voting power and the designations, preferences and relative, participating, optional or other rights of each such series, and the qualifications, limitations or restrictions thereof. Shares of Preferred Stock may be issued from time to time in one or more series as may from time to time be determined by the Board of Directors, each such series to be distinctly designated.”

4.           This Certificate of Amendment has been duly adopted by the Board of Directors and stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of the Certificate of Incorporation on this 23rd day of July, 2009.

LANGER, INC.
By:	/s/ Kathleen P. Bloch
	Name: Kathleen P. Bloch
	Title:   Vice President, Chief Operating Officer and Chief Financial Officer

EX-99.1

EXHIBIT 99.1

PRESS  RELEASE

LANGER, INC. CHANGES NAME TO PC GROUP, INC.

New York, New York – July 23, 2009 - Langer, Inc. (NASDAQ: GAIT) today announced that it has changed its name from Langer, Inc. to PC Group, Inc. The name change was approved at the Company’s 2009 Annual Meeting of Stockholders held on July 14, 2009. The Company also announced that its stock ticker symbol on the NASDAQ Global Market will be changed from “GAIT” to “PCGR” effective at the commencement of trading on July 24, 2009.

The new name more accurately reflects the Company’s current business model and scope of its product offerings. The Company has historically designed, manufactured and distributed a broad range of medical products targeting the orthopedic, orthotic and prosthetic markets.  Today, the Company offers a more diverse line of personal care products for the private label retail, medical and therapeutic markets and the name PC Group, Inc. better conveys this broader scope of products.

“We thank our stockholders for approving our change to a name that better reflects our products and markets. We believe that our new name will further strengthen our identity to our customers and the marketplace,” commented Gray Hudkins, the Company’s President and Chief Executive Officer.

The Company, through its wholly owned subsidiaries Twincraft and Silipos, offers a diverse line of bar soap and other skincare products for the private label retail, medical and therapeutic markets.  Silipos, is also a provider of quality medical products to the orthopedic and prosthetic markets. The Company is based in New York, NY, and has manufacturing facilities in Niagara Falls, NY and Winooski, VT.  You can learn more about us by visiting our website at http://www.langercorporate.com.

Forward-looking Statements

This press release includes “forward-looking statements'' within the meaning of the Private Securities Litigation Reform Act of 1995. The Company may use words such as "anticipates," "believes," "plans," "expects," "intends," "future," and similar expressions to identify forward-looking statements. These forward-looking and other statements, which are not historical facts, are based largely upon our current expectations and assumptions and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those contemplated by such forward-looking statements. These risks and uncertainties are described in the Company's filings with the Securities and Exchange Commission, including the Company's latest annual report on Form 10-K and most recently filed Forms 8-K and 10-Q, which may be obtained at our web site at http://www.langercorporate.com or the Securities and Exchange Commission’s web site at http://www.sec.gov.

For more information, contact:

W. Gray Hudkins, President and Chief Executive Officer 

(212) 687-3260

ghudkins@langercorporate.com