April 8, 2005
Mail Stop 0306
Andrew H. Meyers
Chief Financial Officer
Langer, Inc.
450 Commack Road
Dear Park, NY 11729-4510
Re: Langer, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed March 30, 2005
File No. 333-120718
Dear Mr. Meyers:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form S-1
Registration Statement Cover Page
1. We note your statement that the approximate commencement date
for
the offering will be "[f]rom time to time after this Registration
Statement becomes effective." This language seems inconsistent
with
a firm commitment offering not conducted pursuant to Rule 415.
Please revise or advise.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations -
Page 36
Inflation - Page 54
2. Please reconcile your belief that you will be able to increase
the
prices of your products to offset the effects of inflation with
your
disclosure on page 42 that a 5% increase in the prices of your
orthotic products resulted in an 11% reduction in sales unit
volume.
Management - Page 70
Compensation of Directors - Page 73
3. Update to disclose all compensation, including but not limited
to
consulting fees and restricted stock, that Mr. Kanders received
during your most recently completed fiscal year. Expand to
discuss
the material terms of the previous and current consulting
agreements.
Principal Stockholders - Page 78
4. We note your response to prior comment 8 and reissue the last
sentence. Please tell us whether there are any affiliations among
the "certain beneficial owners" for whom Atlas serves as
custodian.
If any affiliations do exist, please tell us whether the aggregate
shares beneficially owned by the affiliated parties are greater
than
5% of the registrant`s common stock.
Financial Statements
Consolidated Statements of Cash Flows - Page F-7
5. Please tell us the individual amounts that make up the
$5,796,534
presented as purchase of businesses, net of cash acquired. We
note
that the amount changed by $934,891 since September 30, 2004.
Note 2. Acquisitions - Page F-12
(c) Acquisition of Silipos - Page F-15
6. You currently have disclosed that the purchase price is subject
to
reduction based upon adjustments to tangible net worth, as
defined,
at September 30, 2004. Please update these purchase price
adjustment
disclosures to December 31, 2004.
7. We see the Silopos purchase price allocations, including
goodwill,
changed significantly from those at September 30, 2004 (as
disclosed
in your previously filed Form S-1). Please tell us supplementally
the reason for the changes and how the changes comply with
generally
accepted accounting principles, including SFAS 141.
8. We note that you assumed the Put Option obligation as part of
your
purchase of Silipos, and that you recorded the excess of the
purchase
price over the fair value of the assets and liabilities of Silipos
as
goodwill. Please tell us why you believe changes in the fair
value
of this Put Option (including its expiration) after you acquired
it
from Silipos represent gains or losses rather than a
preacquisition
contingency to be accounted for based on the guidance at paragraph
40
of SFAS 141. If considered a preacquisition contingency, tell us
why
you believe the expiration of the Put Option was not a subsequent
event that provided additional evidence with respect to a
condition
that existed at the date of the balance sheet date. If not, tell
us
the facts and generally accepted accounting principles that
support
your conclusions. We may have further comments after reviewing
your
response.
Note 6. Long-term Debt - Page F-20
9. We see the disclosures herein that "the $7.5 Million Note is
secured by the pledge of the stock of Silipos and, if not repaid
in
full on or before March 31, 2005, the Company is obligated to make
an
additional payment of $500,000 or the principal amount will be
increased by $1 million (either payment a "Protection Payment")".
Please revise the document to disclose the methodology and
assumptions made by management in determining the fair value of
the
protection payments. Expand your disclosures to more fully
explain
the nature of the Protection Payment related to the $3.0 Million
Note. Supplementally tell us the generally accepted accounting
principles that support your accounting for the Protection
Payments.
Also, why didn`t your previously filed Form S-1 include
disclosures
about these payments? Finally, tell us how the March 31, 2005
Settlement Agreement impacts your current and future period
accounting for the payments. Revise the filing as necessary based
on
our comments. We may have further comments after reviewing your
response and revisions.
Note 11. Pension Plan and 401(k) Plan - Page F-28
10. Please tell us and revise the document to disclose why there
is
such a significant reduction in estimated future benefit payments
after 2005.
Form 8-K filed on March 31, 2005
11. We note that you refer to your non-GAAP information as "pro
forma" results. The pro forma terminology has very specific
meaning
in accounting literature, as indicated by Article 11 of Regulation
S-
X. In future filings, please revise your presentation to omit the
pro forma terminology when referring to your non-GAAP information.
* * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
You may contact Thomas Dyer at (202) 824-5564 or Daniel
Gordon
at (202) 942-2813 if you have questions regarding comments on the
financial statements and related matters. Please contact Adelaja
Heyliger at (202) 824-5082 or me at (202) 942-1880 with any other
questions.
Sincerely,
Peggy A. Fisher
Assistant Director
cc (via fax): Robert L. Lawrence, Esq., Kane Kessler P.C.
212.245.3009
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Langer, Inc.
April 8, 2005
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