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 22, 2004
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Langer, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-12991 11-2239561
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
450 Commack Road, Deer Park, New York 11729 - 4510
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 631-667-1200
Item 1.01. Entry into a Material Definitive Agreement
Silipos, Inc.
On September 22, 2004, Langer, Inc., a Delaware corporation (the "Company"),
announced that it entered into a stock purchase agreement (the "Stock Purchase
Agreement") with Silipos, Inc. ("Silipos"), SSL Holdings, Inc., a Delaware
corporation ("SSL"), and LRC North America, Inc., a Delaware corporation (the
"Parent"). The Purchase Agreement, dated September 22, 2004, calls for the
Company to purchase from SSL all of the issued and outstanding shares of capital
stock of Silipos. The purchase price for the transaction is $15,500,000; of
which $5,000,000 is payable in cash at closing and the balance is payable
through the delivery by the Company to SSL of a $7,500,000 secured promissory
note due March 31, 2006, and a $3,000,000 promissory note due December 31, 2009.
Up to $2,500,000 of additional payments must be made to SSL under certain
circumstances. The purchase price is subject to dollar for dollar reduction to
the extent that certain minimum tangible net worth requirements are not met by
Silipos as of the closing date. The transaction is subject to certain closing
conditions and is expected to close by the beginning of the fourth quarter of
this year.
Pursuant to the Stock Purchase Agreement, SSL and the Parent are also making
certain representations and warranties regarding Silipos, providing limited
indemnification protection and agreeing to certain non-competition provisions
and other agreements. In addition, the Company is agreeing to enter into a
supply agreement with SSL International plc., an affiliate of SSL, expiring
December 31, 2005, pursuant to which it will exclusively supply certain products
containing mineral oil gels.
A copy of the press release announcing the execution of the Stock Purchase
Agreement is attached hereto as Exhibit 99.1.
Statements in this report may be "forward-looking statements." These statements
can be identified by the use of forward-looking terminology such as "believes,"
"expects," "plans," "intends," "estimates," "projects," "could," "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.
Such forward-looking statements include, but are not limited to, those relating
to the Company's financial and operating prospects, future opportunities, The
Company's ability to acquire suitable companies and to successfully integrate
acquired companies and assets, outlook of customers, and reception of new
products, technologies, and pricing. In addition, such forward looking
statements involve known and unknown risks, uncertainties, and other factors
including those described from time to time in the Company's Registration
Statement on Form S-3, most recent Form 10-K and 10-Q's and other Company
filings with the Securities and Exchange Commission which may cause the actual
results, performance or achievements of the Company to be materially different
from any future results expressed or implied by such forward-looking statements.
Also, the Company's business could be materially adversely affected and the
trading price of the Company's common stock could decline if
any such risks and uncertainties develop into actual events. The Company
undertakes no obligation to make any revisions to the forward-looking statements
contained in this report or to update them to reflect events or circumstances
occurring after the date of this report.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. The following exhibits are included pursuant to Item 601 of
Regulation S-K:
Exhibit 99.1 Press Release dated September 22, 2004.
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 22, 2004
LANGER, INC.
By: /s/ Andrew H. Meyers
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Andrew H. Meyers
President and Chief Executive Officer
EXHIBIT INDEX
Number Exhibit
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Exhibit 99.1 Press Release dated September 22, 2004