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): February 13, 2001
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 (I.R.S. Employer
of incorporation) File Number) Identification No.)
450 Commack Road, Deer Park, New York 11729
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (631) 667-1200
-----------------------------
Not Applicable
(Former Name or Former Address, if Changes Since Last Report)
1 of 3
Item 1. Changes in Control of Registrant.
(a) On December 28, 2000, The Langer Biomechanics Group, Inc. (the
"Company"), OrthoStrategies, Inc., and OrthoStrategies Acquisition Corp. entered
into a Tender Offer Agreement (the "Tender Offer Agreement") pursuant to which
OrthoStrategies, Inc., through its wholly owned subsidiary, OrthoStrategies
Acquisition Corp., or its designees, agreed to purchase up to 75% of the
outstanding shares of common stock, par value $.02 per share ("Common Stock"),
of the Company (the "Tender Offer Shares"), at a price of $1.525 per share,
pursuant to a cash tender offer (the "Tender Offer"). Reference is made to the
Company's form 8-K filed on January 5, 2001 (the "January 8-K"). Simultaneously
with the execution of the Tender Offer Agreement, OrthoStrategies, Inc., Andrew
H. Meyers, Warren B. Kanders and Greg Nelson entered into a letter agreement
pursuant to which Andrew H. Meyers, Warren B. Kanders, and Greg Nelson
individually agreed to provide the funds necessary to purchase the Tender Offer
Shares or in the alternative, to individually purchase directly a portion of the
Tender Offer Shares. Subsequently, OrthoStrategies, Inc. and OrthoStrategies
Acquisition Corp. assigned their rights to purchase the Tender Offer Shares to
Andrew H. Meyers, Greg Nelson, and Warren B. Kanders, who assigned his rights to
Langer Partners, LLC, a limited liability company of which Mr. Kanders is the
sole voting member. Simultaneously, with the execution of the Tender Offer
Agreement, OrthoStrategies, Inc., OrthoStrategies Acquisition Corp. and certain
shareholders of the Company, including all of the then directors of the Company,
the chief executive officer of the Company, and a non-affiliated significant
shareholder, agreed to tender pursuant to the Tender Offer all of the shares of
Common Stock held by them pursuant to a Shareholders Agreement (the
"Shareholders Agreement").
On February 13, 2001, Andrew H. Meyers, Greg Nelson, and Langer Partners,
LLC, and its designees, purchased an aggregate of 1,362,509 shares of Common
Stock tendered in the Tender Offer, which amount constitutes more than 50% of
the outstanding Common Stock of Langer. Mr. Meyers, Mr. Nelson and Langer
Partners, LLC have disclaimed acting as a group. The aggregate purchase price
paid by Andrew H. Meyers, Greg Nelson, and Langer Partners, LLC was $1,921,513
and was funded through working capital or personal funds. None of such funds
were derived from borrowed money. Pursuant to the terms of the Tender Offer
Agreement, in connection with the closing of the Tender Offer, the Company
granted to Andrew H. Meyers, Greg Nelson, Langer Partners, LLC, and Jonathan
Foster options to purchase 466,384, 59,961, 824,475, and 49,180 shares of Common
Stock, respectively (the "Options"). The Options will be exercisable until
August 12, 2001. The exercise price of the Options initially is $1.525 per
share; increases to $1.550 per share on May 15, 2001, increases to $1.575 per
share on June 14, 2001, and to $1.60 per share on July 14, 2001. The form of
option agreement is attached hereto as exhibit 99.2.
Upon the consummation of the purchase of the Tender Offer Shares, pursuant
to the terms of a resignation agreement, dated December 28, 2000 (the
"Resignation Agreement"), all of the directors of the Company resigned, having
appointed Andrew H. Meyers, Greg Nelson, Jonathan Foster, Burtt Ehrlich, and
Arthur Goldstein as their successors, effective upon such resignations. At the
first meeting of the new directors, Andrew H. Meyers, who had been an employee
of the Company and "observer" to the Board, was
2 of 3
elected president and chief executive officer of the Company. The Company
entered into an employment agreement with Mr. Meyers expiring December 31, 2003
providing that Mr. Meyers shall serve as President and Chief Executive Officer
of the Company, shall receive a base salary of $175,000 per year, subject to
annual review, and shall be eliible to receive an annual bonus pursuant to a
bonus program to be adopted by the Compensation Committee of the Board of
Directors, and such other benefits as are typical to executive employment
agreements. Mr. Meyers had previously been granted options to purchase 175,000
shares of Common Stock at a price of $1.525 per share pursuant to the Company's
1992 Stock Option Plan. The descriptions set forth herein are qualified in their
entirety by reference to the Tender Offer Agreement, the Shareholders Agreement
and the Resignation Agreement, which are annexed as Exhibits 10.1, 10.2 and
10.3, respectively, to the Company's January 8-K.
Item 5. Other Events and Regulation FD Disclosure.
The Company's commercial credit facility expired upon the consummation of
the Tender Offer, provided, however the Company's commercial lender agreed to
keep in place a letter of credit in the approximate amount of $90,000 until
February 28, 2001. In connection with the execution of the Tender Offer
Agreement, Andrew H. Meyers, currently president and CEO of the Company, agreed
that if the Company was unable to replace such credit facility upon the closing
of the Tender Offer, Mr. Meyers would loan the Company $500,000, bearing
interest at the rate of prime plus 1%, which the Company believed was comparable
to the terms available from a third party commercial lender. Upon the
consummation of the Tender Offer, pursuant to such commitment, Mr. Meyers loaned
to the Company $500,000, which loan is evidenced by a promissory note in favor
of Mr. Meyers. The loan bears interest at a rate of prime rate plus 1%, is
unsecured, and is payable on the earlier of August 31, 2001 or the closing by
the Company of a debt financing with a commercial lending institution in an
amount of at least $1,000,000. The Company believes the terms of this loan are
comparable to the terms that are available from an independent third party.
Item 7. Financial Statements and Exhibits
Exhibit Number Description
10.1 Employment Agreement with Andrew H. Meyers
99.1 Promissory Note to Andrew H. Meyers dated February 13, 2001
99.2 Form of Option Agreement
3 of 3
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.
THE LANGER BIOMECHANICS GROUP, INC.
Dated: February 28, 2001 By: /s/ Andrew H. Myers
-------------------------------------------
Name: Andrew H. Myers
Title: President
EXHIBIT INDEX
Description
Exhibit Number Description
10.1 Form of Employment Agreement with Andrew H. Meyers
99.1 Promissory Note to Andrew H. Meyers dated February 13, 2001
99.2 Form of Option Agreement