UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A-1
-------------------------------------------
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from March 1, 2001 to December 31, 2001
Commission File No. 0-12991
LANGER, INC.
------------
(Exact name of Registrant as specified in its charter)
NEW YORK 11-2239561
--------- ----------
(State or other jurisdiction (I.R.S. employer iden-
of incorporation or tification number)
organization)
450 COMMACK ROAD, DEER PARK, NEW YORK 11729
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (631) 667-1200
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.02 PER SHARE
--------------------------------------
Title of Class
* * * * * * * * * * *
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
YES X NO
-------
1
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( )
As of March 26, 2002, the aggregate market value of voting stock held by
non-affiliates of the Registrant was $13,010,259, as computed by reference to
the average bid and ask prices of such common stock ($8.175) multiplied by the
number of shares of voting stock outstanding on March 26, 2002 held by
non-affiliates (1,591,469 shares). Exclusion of shares from the calculation of
aggregate market value does not signify that the a holder of any such shares is
an "affiliate" of the Company.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of March 26, 2002.
CLASS OF COMMON STOCK OUTSTANDING AT MARCH 26, 2002
- --------------------- -----------------------------
Common Stock, par value 4,200,922 shares
$.02 per share
Explanatory Note: This Form 10-K/A No. 1 is being filed in order to include
information required by Items 10 - 13 originally intended to be incorporated by
reference to the information to be included in the Company's Proxy Statement for
the 2002 Annual Meeting of Shareholders. Except as set forth herein, there are
no further changes to the Company's previously filed annual report on Form 10-K
for the ten months ended December 31, 2001.
2
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
DIRECTORS
The Company's Board of Directors currently consists of the following
five members:
BURTT R. EHRLICH, 62, has been non-executive Chairman of the Board and
a Director of the Company since February 13, 2001. He has served as a director
of Armor Holdings, Inc. since January 1996. Mr. Ehrlich served as Chairman and
Chief Operating Officer of Ehrlich Bober Financial Corp. (the predecessor of
Benson Eyecare Corporation) from December 1986 until October 1992 and as a
director of Benson Eyecare Corporation from October 1992 until November 1995.
ANDREW H. MEYERS, 45, has been the President and Chief Executive
Officer and a Director of the Company since February 13, 2001, and an employee
from December 28, 2000 as an advisor to the Board of Directors. Mr. Myers has
been an executive in the orthotics industry since 1979. From March 1992 to
December 1996, Mr. Meyers was the President and Chief Executive Officer of
Advanced Orthopedic Technologies, Inc. ("AOTI"), a publicly held company which,
during such period, grew from annual revenues of approximately $5 million in
1992 to approximately $18 million in 1996. In December 1996, AOTI was acquired
by NovaCare Orthotics and Prosthetics, Inc. and Mr. Meyers supervised
integration into NovaCare, and, from December 1996 until July 1999, Mr. Meyers
served NovaCare in various executive positions, most recently being Executive
Vice President of Sales and Marketing. When NovaCare sold its orthotics and
prosthetics business to Hanger Orthopedic Group in July 1999, Mr. Meyers became
Hanger's Executive Vice President of Marketing, Public Relations and Strategic
Planning. In September 2000, Mr. Meyers resigned from Hanger to pursue his
strategy of acquiring a company in the musculoskeletal industry.
JONATHAN R. FOSTER, 44, has been a Director of the Company since
February 13, 2001. He joined Howard Capital Management in 1994 as President. In
addition to overseeing Howard Capital's operations and strategic development, he
manages the portfolios of numerous individuals and families. Mr. Foster also is
responsible for managing Howard Capital Management's west coast operations. With
two decades of experience in finance and wealth management, Mr. Foster
previously was managing general partner of Jonathan Foster & Co., LP, a private
investment boutique he founded in 1987. Prior to that, he was an associate
director of Bear, Stearns & Co., LP. Mr. Foster's earlier finance experience
includes positions at Edelman Group and Oppenheimer & Company. Mr. Foster is a
director of Troma Entertainment, Inc. He received his BA in Political Science
from the University of Pennsylvania.
1
ARTHUR GOLDSTEIN, 70, has been a Director of the Company since February
13, 2001. He is President of AGA Associates, investment advisors founded in
1986. Prior to that, Mr. Goldstein was a financial advisor at several brokerage
firms. His management experience includes President of Butler Industries, Div.
of Safeguard Ind. (SFE, NYSE), and Chairman of Rudor Industries, a
multi-division service organization. He was also Chairman of Gerber Industries,
designers of department store interiors, from 1980 to 1983. Mr. Goldstein
received his BS in Management from Rensselaer Polytechnic Institute. He was also
a trustee of New York Medical College and a member of the Young Presidents
Organization.
GREG NELSON, 52, has been a Director of the Company since February 13,
2001. He was a co-founder of DonJoy Orthopedics, a sports medicine knee brace
company, which today is called dj Orthopedics. As President, he helped grow the
company from a start-up operation to annual sales of over $70 million. DonJoy
was sold in 1987 to Smith+Nephew, a British-based healthcare company. Mr. Nelson
is currently Chairman of BREG, Inc., which he helped co-found in 1990. BREG is a
diverse orthopedic company with product lines including cold therapy, pain care
products, knee bracing and soft goods.
EXECUTIVE OFFICERS
The following table sets forth the name, age and position of each of
the Company's executive officers as of April 20, 2002. The executive officers of
the Company are appointed by and serve at the discretion of the Board of
Directors of the Company.
NAME AGE POSITION
- ---- --- --------
Burtt R. Ehrlich 62 Non-executive Chairman of the Board of Directors
Andrew H. Meyers 45 President and Chief Executive Officer
Anthony J. Puglisi 53 Vice President and Chief Financial Officer
Steven Goldstein 36 Vice President and Secretary
Ronald E. Buron 47 Vice President of Sales
See "--Directors" above for biographical data with respect to
Messrs. Ehrlich and Meyers.
ANTHONY J. PUGLISI has been Vice President and Chief Financial Officer
of the Company since April 15, 2002. Prior to joining the Company, Mr. Puglisi
was Senior Vice President and Chief Financial Officer of Netrex Corporation. Mr.
Puglisi was Executive Vice President and Chief Financial Officer of Olsten
Corporation from 1993 to 2000, President of IMC Magnetics Corp. from 1989 to
1993, and Vice President and Chief Financial Officer of IMC Magnetics Corp. from
1979 to 1989. Mr. Puglisi is currently a member of the board of directors of
China Products of North America and the Arthritis Foundation- Long Island
Chapter.
2
STEVEN GOLDSTEIN has been a Vice President and Secretary of the
Company since February 13, 2001 and an employee of the Company since December
28, 2000. Mr. Goldstein was a Vice President of Clinical Sales and Marketing for
Hanger Orthopedic Group, a national provider of orthotic and prosthetic
services, since July 1999. In June 1999, Hanger acquired NovaCare's Orthotics
and Prosthetics Division, where he served as Director, Clinical Sales and
Marketing. In 1996, NovaCare acquired Advanced Orthopedic Technologies where he
served as Regional Director of Patient Care Facilities. In 1996, Advanced
Orthopedic Technologies acquired Med-Tech Orthotics and Prosthetics, a private
organization, where he served as President and Chief Executive Officer.
RONALD E. BURON has been Vice President of Sales of the Company since
November 1, 2001. Prior to joining the Company, Mr. Buron held a variety of
positions, most recently General Manager, with Fusion Sales, General Electric's
largest sales channel partner, from 1992 to 2001.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers and any
persons who own more than 10% of the Company's capital stock to file with the
Securities and Exchange Commission (the "Commission") (and, if such security is
listed on a national securities exchange, with such exchange), various reports
as to ownership of such capital stock. Such persons are required by Commission
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely upon reports and representations submitted by the
directors, executive officers and holders of more than 10% of the Company's
capital stock, all Forms 3, 4 and 5 showing ownership of and changes of
ownership in the Company's capital stock during the ten-month period ended
December 31, 2001 were timely filed with the Commission, except that Mr. Kanders
disclosed on a Form 5 a transaction which was due to be reported earlier on a
Form 4.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
No director, executive officer, or person nominated to become a
director or executive officer has, within the last five years: (i) had a
bankruptcy petition filed by or against, or a receiver, fiscal agent or similar
officer appointed by a court for any business of such person or entity with
respect to which such person was a general partner or executive officer either
at the time of the bankruptcy or within two years prior to that time; (ii) been
convicted in a criminal proceeding or is currently subject to a pending criminal
proceeding (excluding traffic violations or similar misdemeanors); (iii) been
subject to any order, judgment or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any type
of business, securities or banking activities or practice; (iv) been found by a
court of competent jurisdiction (in a civil action), the
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Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, which judgment or other finding
has not been reversed, suspended or vacated.
ITEM 11 EXECUTIVE COMPENSATION
The following table sets forth information with respect to the
compensation paid or awarded by the Company to the Chief Executive Officer and
the other most highly compensated executive officer (collectively, the "Named
Executive Officers") for services rendered in all capacities for the fiscal
years ended February 28, 2001 and December 31, 2001.
Annual Compensation SECURITIES
------------------------------------------ UNDERLYING
NAME AND YEAR SALARY BONUS OTHER OPTIONS
PRINCIPAL POSITION ENDED $ $ $ (#)
- ------------------ ----- ------ --- --- ---------------
Andrew H. Meyers Dec. 31, 2001 145,132 93,000 (3) -0-
President and Chief Feb. 28, 2001 6,731(1) -0- (3) 175,000
Executive Officer
Steven Goldstein Dec. 31, 2001 117,686(2) 30,000 (3) -0-
Vice President and Feb. 28, 2001 -0- -0- (3) 80,000
Secretary
(1) Mr. Meyers' employment commenced on December 28, 2000 in an unpaid
capacity as an advisor to the Board of Directors, and his official
duties as President and Chief Executive Officer, and his compensation,
commenced on February 13, 2001.
(2) Mr. Goldstein's employment commenced February 13, 2001.
(3) Less than 10% of the total annual salary and bonus.
4
AGGREGATE OPTION EXERCISES IN FISCAL YEAR 2001 AND 2001 FISCAL YEAR END OPTION
VALUES
The table below sets forth information regarding unexercised options
held by the Company's Named Executive Officers as of December 31, 2001. No
options were exercised by the Company's executive officers during the ten-month
period ended December 31, 2001.
VALUE OF UNEXERCISED
NUMBER OF SECURITIES UNDERLYING IN-THE-MONEY OPTIONS
UNEXERCISED OPTIONS AT AT FISCAL YEAR END
FISCAL YEAR END EXERCISABLE/UNEXERCISABLE
NAME EXERCISABLE/UNEXERCISABLE (#) $(1)
- ------------------------------------- -------------------------------------- --------------------------------
Andrew H. Meyers 58,333/116,667 345,623/691,252
Steven Goldstein 26,666/53,334 157,996/316,004
(1) The closing bid price of the Company's Common Stock as reported by
NASDAQ on December 31, 2001 was $7.45. Value is calculated on the
difference between the option exercise price of in-the-money options
and $7.45, multiplied by the number of shares of Common Stock
underlying the option.
EMPLOYMENT AGREEMENTS
As of December 28, 2000, the Company entered into an Employment
Agreement with Andrew H. Meyers that provides that he will serve as President
and Chief Executive Officer for a three-year term that will expire December 31,
2003, subject to early termination as described below. The agreement provides
for a base salary of $175,000. Mr. Meyers also received options under 1992 Stock
Option Plan effective as of December 28, 2000 to purchase 175,000 shares of
Common Stock at an exercise price per share equal to $1.525. These options vest
over a period of three years from the date of grant. Pursuant to his employment
agreement, Mr. Meyers may be entitled, at the discretion of the Compensation
Committee of the Board, to participate in the other option plans and other bonus
plans the Company has adopted based on his performance and the Company's overall
performance. The Company is required to purchase $1 million of life insurance
payable to a beneficiary designated by Mr. Meyers. The Company also has the
right to purchase $5 million of key-man life insurance on Mr. Meyers' life. A
"change in control" of the Company will allow Mr. Meyers to terminate his
employment agreement and to receive payment of $300,000 over a period of one
year in addition to any accrued but unpaid obligations of the Company, as well
as the vesting of all 175,000 options granted to him under the employment
agreement. Mr. Meyers will also be entitled to such payment and the acceleration
of such vesting on the 175,000 options upon the termination of his employment
agreement by the Company without cause. Such 175,000 options will terminate in
the event that Mr. Meyers' employment agreement is terminated by the Company for
cause. Mr. Meyers has also agreed to certain confidentiality and non-competition
provisions and subject to certain exceptions and limitations, to not sell,
transfer or dispose of the shares of
5
Common Stock of options for the purchase of Common Stock of the Company owned
by him until December 31, 2003.
As of December 28, 2000, the Company entered into an Employment
Agreement with Steven Goldstein that provides that he will serve as Vice
President for a three-year term expiring December 31, 2003, at a base salary of
$140,000 for the first year, $155,000 for the second year and $165,000 for the
third year. In addition to his base salary, Mr. Goldstein received options under
the 1992 Stock Option Plan effective as of December 28, 2000 to purchase 80,000
shares of Common Stock at an exercise price per share equal to $1.525. These
options vest over a period of three years from the date of the grant. Pursuant
to his employment agreement, Mr. Goldstein will be entitled, at the discretion
of the Compensation Committee of the Board, to participate in the incentive
stock option plan and other bonus plans the Company has adopted based on his
performance and the Company's overall performance. Additionally, the Agreement
provides for a $50,000 signing bonus, of which $30,000 was paid immediately and
$20,000 was paid on February 13, 2002, and for a guaranteed minimum bonus of
$10,000 per year for each of the three years of the contract, provided that Mr.
Goldstein has not voluntarily terminated this Agreement without "Good Reason" or
that the Company has not terminated the Agreement for cause. In the event of
termination of Mr. Goldstein's employment for Good Reason or disability, all
unvested remaining options will vest immediately. Such 80,000 options will
terminate in the event that Mr. Goldstein's employment agreement is terminated
by the Company for cause. Mr. Goldstein has agreed to certain confidentiality
and non-competition provisions, and to not sell, transfer or dispose of the
80,000 options (and underlying shares) granted to him under his employment
agreement until December 31, 2003.
As of December 3, 2001, the Company entered into an Employment
Agreement with Ronald E. Buron that provides that he will serve as Vice
President of Sales for a three-year term expiring December 31, 2004 at an annual
salary of $120,000. In addition to his salary, Mr. Buron received options under
the 2001 Stock Incentive Plan effective as of December 3, 2001 to purchase
75,000 shares of Common Stock at an exercise price equal to $6.50 per share.
These options vest and become exercisable three years from the date of grant.
Pursuant to his employment agreement, Mr. Buron will be entitled, at the
discretion of the Compensation Committee of the Board, to participate in the
bonus plan the Company has adopted based on his performance and the Company's
overall performance. Mr. Buron has agreed to certain confidentiality and
non-competition provisions.
As of April 15, 2002, the Company entered into an Employment Agreement
with Anthony J. Puglisi that provides that he will serve as Vice President and
Chief Financial Officer of the Company for a three year term expiring April 15,
2005. The agreement provides for a base salary of $175,000. Mr. Puglisi also
received options under the Company's 2001 Stock Incentive Plan to purchase
90,000 shares of Common Stock at an exercise price per share equal to $8.07.
These options vest over a period of three years from the date of grant. Pursuant
to his employment agreement, Mr. Puglisi may be entitled, at the discretion of
the Compensation Committee of the Board, to participate in the bonus plan the
Company has adopted based on his performance and the Company's overall
performance. A
6
"change in control" of the Company will allow Mr. Puglisi to terminate his
employment agreement and to receive payment of one year's salary paid over a
period of one year in addition to any accrued but unpaid bonus, as well as the
vesting of all 90,000 options granted to him under the employment agreement. Mr.
Puglisi will also be entitled to such payment and the acceleration of such
vesting on the 90,000 options upon the termination of his employment agreement
by the Company without cause. Such 90,000 options will terminate in the event
that Mr. Puglisi's employment agreement is terminated by the Company for cause.
Mr. Puglisi has also agreed to certain confidentiality and non-competition
provisions.
OFFICER BONUS AND SEVERANCE AGREEMENTS.
As an incentive to the Company's executive officers prior to the Tender
who were not Directors (Daniel J. Gorney, President and CEO; Thomas G. Archbold,
Chief Financial Officer; and Ronald Spinelli, Vice President of Operations) to
remain in the employ of the Company through the closing of the Tender and to
assist in the transition period following the Closing, the Company agreed to pay
stay bonuses to such executives if certain performance targets are met at the
month end preceding the Closing of the Tender. Such bonuses were up to $20,000
for Mr. Gorney, $20,000 for Mr. Archbold and $25,000 for Mr. Spinelli, with
minimum guaranteed bonuses to Messrs. Archbold and Spinelli of $5,000 each. To
receive such bonus, such individuals were required to remain in the employ of
the Company for 90 days following the Closing of the Tender. The only bonuses
due and payable are the minimum bonuses which have not yet been paid. Langer
will provide three months base salary as a severance payment to Messrs. Archbold
and Spinelli if they are terminated without cause within six months of the
Closing of the Tender. Mr. Spinelli's employment was terminated and he was paid
three months severance in March 2001. The Company committed to continue to
employ Mr. Gorney, and Mr. Gorney committed to remain employed with the Company,
for three months after the Closing of the Offer; thereafter Mr. Gorney was
entitled to receive three months base salary as a severance payment.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Foster, Meyers, and Nelson served on the Compensation Committee
in the ten months ended December 31, 2001. Mr. Meyers is the Company's President
and Chief Executive Officer. During the ten months ended December 31, 2001, no
executive officer of the Company (i) served as a member of the Compensation
Committee (or other Board of Directors committee performing similar functions
or, in the absence of any such committee, the Board of Directors) of another
entity, one of whose executive officers served on the Company's Compensation
Committee, (ii) served as director of another entity, one of whose executive
officers served on the Company's Compensation Committee, or (iii) served as
member of the Compensation Committee (or other Board of Directors committee
performing similar functions or, in the absence of any such committee, the Board
of Directors) of another entity, one of whose executive officers served as a
director of the Company.
7
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 20, 2002, certain
information regarding the beneficial ownership of the Common Stock outstanding
by (i) each person who is known to the Company to own 5% or more of the Common
Stock, (ii) each director of the Company, (iii) the named and other executive
officers of the Company and (iv) all executive officers and directors of the
Company as a group. Unless otherwise indicated, each of the shareholders shown
in the table has sole voting and investment power with respect to the shares
beneficially owned. Unless otherwise indicated, the address of each person named
in the table below is c/o 450 Commack Road, Deer Park, New York 11729.
Name Number of Shares Owned(1) Percent
- ---- ---------------------- -------
Langer Partners LLC 1,591,856(2) 35.3 %
Andrew H. Meyers 960,913(3) 21.3 %
Gregory R. Nelson 227,721(4) 5.1 %
Burtt R. Ehrlich 201,474(4)(5) 4.5 %
Arthur Goldstein 62,787(4) 1.4 %
Jonathan R. Foster 128,360(4) 2.9 %
Steven Goldstein 46,338(6) 1.0 %
Anthony J. Puglisi 0 *
Ronald E. Buron 0 *
All Directors and Officers as a Group (8 persons) 1,627,593 36.1 %
* Less than 1%
(1) For purposes of this table, a person is deemed to have "beneficial
ownership" of any share of Common Stock that such person has the right
to acquire within 60 days.
(2) Includes 100,000 options granted to Kanders & Co. Inc. exercisable
immediately. Warren B. Kanders is the sole voting member and sole
manager of Langer Partners LLC and the sole shareholder of Kanders &
Co. Inc.
(3) Includes 58,333 shares issuable under stock options exercisable within
sixty days.
(4) Includes 30,000 options granted to each of the four outside directors,
which are immediately exercisable.
(5) Includes 46,600 shares held in trust by Mrs. Burtt Ehrlich as Trustee
for David Ehrlich and 33,400 shares held in trust by Mrs. Burtt Ehrlich
or Julie Ehrlich as to which Mr. Ehrlich disclaims beneficial
ownership.
(6) Includes 26,666 shares issuable under stock options exercisable within
sixty days.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CONSULTING AGREEMENT WITH KANDERS & COMPANY, INC. In 2001, the Company
entered into, a Consulting Agreement (the "Consulting Agreement") with Kanders &
Company, Inc., the sole shareholder of which is Warren B. Kanders, the sole
manager and voting member of Langer Partners LLC a principal shareholder of the
Company. The Consulting Agreement provides that during its term Kanders &
Company, Inc. will act as a non-exclusive consultant to the Company and will
provide the Company with general investment banking and financial advisory
services, including assistance in the
8
development of a corporate financing and acquisition strategy. The Consulting
Agreement provides for an initial term of three years. Pursuant to the
Agreement, Kanders & Company, Inc. is to receive an annual fee of $100,000, and
was granted options, exercisable immediately ("Consultant's Options") to
purchase 100,000 shares of the Company at a price of $1.525 per share and
reimbursement for out-of-pocket expenses. The Consulting Agreement indemnifies
Kanders & Company, Inc., against any claims brought against the Company or
Kanders & Company, Inc. arising out of activities undertaken by Kanders &
Company, Inc. at the request of the Company. In addition, the Consulting
Agreement provides for separate engagement letters in connection with specific
transactions for which Kanders & Company, Inc. will provide additional services
for the Company. Kanders & Company, Inc. agreed that, during the term of the
Consulting Agreement and for a period of one year thereafter, it will not
solicit or engage in any business competitive with the business of the Company
or, subject to certain limitations, invest in or give financial support to any
business competitive with that of the Company. In connection with the issuance
of the Consultant's Options, the Company granted to Kanders & Company, Inc.
certain compulsory, demand and "piggy-back" registration rights with respect to
the securities issuable upon exercise of the Consultant's Options. The
Consultant's Registration Rights Agreement contains certain covenants and
agreements customary for such agreements, including an agreement by the Company
to indemnify Kanders & Company, Inc. from certain liabilities under the
Securities Act in connection with the registration of the securities underlying
the Consultant's Options.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K
(A) 3. EXHIBITS
Number Document
------ --------
10.26* Employment Agreement between the Company and
Ronald E. Buron, dated as of December 3, 2001.
10.27* Employment Agreement between the Company and
Anthony J. Puglisi, dated as of April 15, 2002.
10.28* Option Agreement between the Company and
Anthony J. Puglisi, dated as of April 15, 2002.
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SIGNATURES
Pursuant to the requirements of Section l3 or l5(d) of the Securities
Exchange Act of l934, the registrant has duly caused this amendment No. 1 to the
Company's annual report on Form 10-K for the ten months ended December 31, 2001
to be signed on its behalf by the undersigned, thereunto duly authorized.
LANGER, INC.
Date: April 30, 2002 By: /s/ Andrew H. Meyers
--------------------------
Andrew H. Meyers, President
and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Anthony J. Puglisi
--------------------------
Anthony J. Puglisi,
Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this amendment No. 1 to the Company's annual report on Form 10-K for the ten
months ended December 31, 2001 has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
Date: April ___, 2002 By:
--------------------------
Burtt R. Ehrlich, Director
Date: April 30, 2002 By: /s/ Arthur Goldstein
--------------------------
Arthur Goldstein, Director
Date: April 30, 2002 By: /s/ Greg Nelson
--------------------------
Greg Nelson, Director
Date: April 30, 2002 By: /s/ Jonathan R. Foster
--------------------------
Jonathan R. Foster, Director
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Exhibit Index
Number Document
------ --------
10.26* Employment Agreement between the Company and
Ronald E. Buron, dated as of December 3, 2001.
10.27* Employment Agreement between the Company and
Anthony J. Puglisi, dated as of April 15, 2002.
10.28* Option Agreement between the Company and
Anthony J. Puglisi, dated as of April 15, 2002.
* This exhibit represents a management contract or a compensatory plan
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