REGISTRATION NO. 333-94769
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LANGER, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction 11-2239561
of incorporation or (I.R.S. Employer
organization) Identification Number)
LANGER, INC.
450 COMMACK ROAD
DEER PARK, NEW YORK 11729-4510
(631) 677-1200
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(Address of principal executive offices)
LANGER, INC. 1992 STOCK OPTION PLAN
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(Full title of the plan)
ANDREW H. MEYERS, PRESIDENT AND CHIEF EXECUTIVE OFFICER
LANGER, INC.
450 COMMACK ROAD
DEER PARK, NEW YORK 11729-4510
(631) 667-1200
with copies to:
ROBERT L. LAWRENCE, ESQ.
KANE KESSLER, P.C.
1350 AVENUE OF THE AMERICAS
NEW YORK, NY 10019
(212) 541-6222
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(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed
maximum
Proposed maximum aggregate
Title of securities Amount to be offering price per offering Amount of
to be registered registered share price registration fee
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Common Stock, $0.02
par value per share 550,000 (1) (3) -- -- (2)
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(1) Shares of common stock (the "Common Stock"), $0.02 par value per share, of Langer,
Inc. issuable upon the exercise of options authorized for grant under The Langer
Biomechanics Group, Inc. 1992 Stock Option Plan (the "Plan") registered with the
Securities and Exchange Commission on registration statements on Form S-8 (File No.:
333-89880) and (File No.: 333-94769) on March 1, 1995 and January 14, 2000,
respectively.
(2) Fee previously paid. No registration fee required pursuant to General Instruction E
to Form S-8.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
EXPLANATORY NOTE
On March 1, 1995, we filed a Registration Statement on Form S-8 (File
No. 33-89880) with the Securities and Exchange Commission to register 350,000
shares of our Common Stock issuable upon the exercise of options authorized for
grant under our 1992 Stock Option Plan (the "1992 Plan"). On January 14, 2000,
we filed a Registration Statement on Form S-8 (File No: 333- 94769) to register
an additional 200,000 shares of our Common Stock issuable upon the exercise of
additional options available for grant under the 1992 Plan and incorporated by
reference the March 1995 Registration Statement.
We are filing this Post-Effective Amendment of the Registration
Statement on Form S-8 (No. 333-94769) of Langer, Inc. (the "Company), a Delaware
corporation (formerly known as Langer Biomechanics, Group, Inc., a New York
corporation) to file a reoffer prospectus to permit certain "affiliates," as
that term is defined in the Securities Act of 1933, as amended, listed in the
Selling Shareholder table included in the prospectus to resell their shares of
Common Stock issuable upon the exercise of options granted to them pursuant to
the 1992 Plan.
This amendment of the Registration Statement contains two parts. The
first part contains a reoffer prospectus prepared pursuant to Form S-3 (in
accordance with Section C of the General Instructions to the Form S-8) which
covers reoffers and resales of "restricted securities" and/or "control
securities" (as such terms are defined in Section C of the General Instructions
to Form S-8) of the Company. This reoffer prospectus relates to certain shares
of Common Stock that have been or may be issued to certain officers, directors,
and shareholders of the Company pursuant to the 1992 Plan. The second part of
this amendment of the Registration Statement contains information required in
the registration statement pursuant to Part II of Form S-8. The Form S-8 portion
of this Registration Statement will be used for offers of shares of Common Stock
of Langer, Inc. pursuant to the 1992 Plan. The Plan Information specified by
Part I of Form S-8 is not being filed with the Securities and Exchange
Commission but will be delivered to all participants in the Plan pursuant to
Securities Act Rule 428(b)(1).
We incorporate by reference the Registration Statements on Form S-8
(File No.: 33-89880) and (File No.: 333-94769).
REOFFER PROSPECTUS
LANGER, INC.
255,000 SHARES OF COMMON STOCK
(PAR VALUE $0.02 PER SHARE)
This prospectus may be used by certain persons (the "Selling
Stockholders") listed in the "Selling Stockholder" table included in this
prospectus who may be deemed to be affiliates of Langer, Inc., a Delaware
corporation (the "Company" or the "Registrant"), to sell a maximum of 255,000
shares (the "Shares") of our common stock, $0.02 par value per share (the
"Common Stock"), acquired pursuant to the Langer, Inc. 1992 Stock Option Plan
(the "1992 Plan" or the "Plan").
All or a portion of the Shares offered hereby may be offered for sale,
from time to time, on the Nasdaq Small Cap Market, or otherwise, at prices and
terms then obtainable. All brokers' commissions or discounts will be paid by the
Selling Stockholders (as defined herein). However, any securities covered by
this prospectus which qualify for sale pursuant to Rule 144 under the Securities
Act of 1933, as amended (the "Securities Act"), may be sold under Rule 144
rather than pursuant to this prospectus. See "Plan of Distribution." We will
receive none of the proceeds of this offering, although we will receive or have
received cash upon the sale of stock to the Selling Stockholders under the 1992
Plan. See "Use of Proceeds." All expenses incurred in connection with the
preparation and filing of this prospectus and the related Registration Statement
are being borne by us. See "Expenses."
SEE "RISK FACTORS" ON PAGE 1 HEREOF FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CAREFULLY CONSIDERED BY PROSPECTIVE PURCHASERS.
Our common stock is listed on the Nasdaq Small Cap Market and traded
under the symbol "GAIT." On December 1, 2003, the closing price of our common
stock was $3.03 per share.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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The date of this prospectus is December__, 2003.
This prospectus contains information concerning the Company, but does
not contain all of the information set forth in the Registration Statement and
the Exhibits relating thereto, which the Company has filed with the Securities
and Exchange Commission, Washington, D.C., under the Securities Act of 1933, as
amended, and to which reference is hereby made.
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TABLE OF CONTENTS
Page
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AVAILABLE INFORMATION.......................................................ii
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............................ii
RISK FACTORS.................................................................1
SELLING STOCKHOLDERS.........................................................7
PLAN OF DISTRIBUTION.........................................................8
EXPENSES.....................................................................9
USE OF PROCEEDS..............................................................9
LEGALITY.....................................................................9
EXPERTS......................................................................9
No dealer, salesperson or other person has been authorized to given any
information or to make any representation not contained in this prospectus and,
if given or made, such information or representation must not be relied upon as
having been authorized by the Company. This prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the securities offered
hereby in any jurisdiction to any person to whom it is unlawful to make such
offer in such jurisdiction. Neither the delivery of this prospectus nor any sale
made hereunder shall under any circumstances create any implication that there
have been no changes in the affairs of the Company since the date hereof.
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AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith we are required to file periodic reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information filed by us can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the Commission's
regional office. Copies of such materials can be obtained from the Public
Reference Section of the Commission at its principal office at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549 at the prescribed rates. The Commission
also maintains a site on the World Wide Web that contains reports, proxy and
information statements and other information regarding registrants that file
electronically. The address of such site is http://www.sec.gov. The telephone
number of the Commission is 800-SEC-0330.
This prospectus omits certain of the information contained in the
Registration Statement of which this prospectus is a part (the "Registration
Statement"), covering the Common Stock, which pursuant to the Securities Act is
on file with the Commission. For further information with respect to us and our
Common Stock, reference is made to the Registration Statement including the
exhibits incorporated therein by reference or filed therewith. Statements herein
contained concerning the provisions of any document are not necessarily complete
and, in each instance, reference is made to the copy of such document filed as
an exhibit or incorporated by reference to the Registration Statement or
elsewhere. The Registration Statement and the exhibits may be inspected without
charge at the offices of the Commission or copies thereof obtained at prescribed
rates from the public reference section of the Commission at the addresses set
forth above.
You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. This prospectus is an offer to sell, or a
solicitation of offers to buy, shares of Common Stock only in jurisdictions
where offers and sales are permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus, regardless of the
time of delivery of this prospectus or any sale of Common Stock.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by us with the Commission
pursuant to the Exchange Act, are hereby incorporated by reference in this
Registration Statement, except as superseded or modified herein:
(1) our annual report on Form 10-K for the year ended December 31,
2002;
(2) our current reports on Form 8-K filed on January 13, 2003, and
the amendment thereto filed on March 14, 2003, May 13, 2003,
August 11, 2003, and November 7, 2003;
(3) our quarterly reports on Form 10-Q for the quarters ended March
31, 2003, June 30, 2003, and September 30, 2003;
(4) the description of our Common Stock contained in our registration
statement on Form 8-A/A filed on July 3, 2002, including any
amendments or reports filed for the purpose of updating that
description;
(5) our registration statement on Form S-8 (File No.: 33-89880) filed
on March 1, 1995; and
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(6) our registration statement on Form S-8 (File No.: 333-94769)
filed on January 14, 2000.
All of such documents are on file with the Commission. In addition, all
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, are incorporated by reference in this Registration Statement
and are a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document that is also incorporated by reference herein
modifies or replaces such statement. Any statements so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
We hereby undertake to provide without charge to each person, including
any beneficial owner of the Common Stock, to whom this prospectus is delivered,
on written or oral request of any such person, a copy of any or all of the
foregoing documents incorporated herein by reference (other than exhibits to
such documents). Written or oral requests for such copies should be directed to
our corporate secretary, c/o Langer, Inc., 450 Commack Road, Deer Park, New York
11729.
iii
RISK FACTORS
Before you invest in our Common Stock, you should consider carefully the
following risk factors and cautionary statements, as well as other information
set forth in and incorporated by reference to this prospectus. If any of the
following risks actually occur, our business, financial condition or results of
operation may suffer. As a result, the trading price of our Common Stock could
decline, and you could lose a substantial portion of the money you paid to buy
our Common Stock. The risks and uncertainties we describe below are not the only
ones we face. Additional risks and uncertainties that we do not currently know
or that we currently believe to be immaterial may also adversely affect our
business.
WE HAVE A HISTORY OF NET LOSSES AND MAY INCUR ADDITIONAL LOSSES IN THE FUTURE.
We have a history of net losses. In order for us to achieve and maintain
consistent profitability from our operations, we must continue to achieve
product revenue at or above current levels. We may increase our operating
expenses as we attempt to expand our product line and acquire other businesses
and products. As a result, we will need to increase our revenues significantly
to achieve sustainable profitability. We cannot assure you that we will be able
to obtain sustainable profitability. Any such failure could have a material
adverse effect on our business, financial condition, and results of operations.
A SIGNIFICANT PORTION OF OUR REVENUES IS DERIVED FROM CUSTOM ORTHOTIC DEVICES
AND OUR FUTURE SUCCESS WILL DEPEND ON THE CONTINUED ACCEPTANCE AND GROWTH OF
THESE PRODUCTS.
For the year ended December 31, 2002, and for the ten month period ended
December 31, 2001, approximately 79% and 90% of our sales were derived from
custom orthotic devices. Any material adverse developments with respect to the
market acceptance, sale or use of our custom orthotic devices could, therefore,
significantly affect our revenues and have a material adverse effect on our
business, financial condition and results of operations. The level of market
acceptance of our custom orthotic devices could be affected by a number of
factors, including:
o the effectiveness of our sales and marketing efforts;
o unfavorable publicity regarding our products;
o the price and performance of our products relative to competing
products; and
o changes in government and third-party payor reimbursement policies
and practices with respect to custom orthotic devices.
IF WE FAIL TO EXECUTE OUR GROWTH STRATEGY, WE MAY NOT BECOME PROFITABLE OR
ACHIEVE SUSTAINABLE PROFITABILITY.
A key element of our growth strategy is the acquisition of businesses
and assets that will complement our current businesses, increase our size,
expand our geographic scope of operations, and otherwise offer growth
opportunities. We may not be able to successfully identify attractive
acquisition opportunities, obtain financing for acquisitions on satisfactory
terms or successfully acquire identified targets. Additionally, competition for
acquisition opportunities in our industry may escalate, thereby increasing the
costs to us of completing acquisitions or cause us to refrain from making
acquisitions. Our growth strategy also depends in part on our ability to expand
our product offerings and customer base and successfully implement our custom
orthotic, off-the-shelf orthotic and other biomechanical businesses. This will
depend in part upon our ability to hire and train new staff and managerial
personnel, and adapt our structure to comply with present or future legal
requirements affecting our arrangements with podiatrists, orthopedists, and
physical therapists. Our ability to implement our growth strategy is also
subject to other risks and costs, including:
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o difficulties in assimilating acquired operations or products;
o the risk of loss of key employees, customers or suppliers of
acquired businesses;
o diversion of management's attention from our core business;
o adverse effects on existing business relationships with suppliers
and customers;
o our ability to realize operating efficiencies, synergies, or other
benefits expected from an acquisition;
o risks associated with entering markets in which we have limited or
no experience; and
o assumption of contingent liabilities of acquisition targets.
Our failure to successfully implement our growth strategy could have a
material adverse effect on our business, financial condition and results of
operations.
WE MAY NOT BE ABLE TO ADEQUATELY MANAGE OUR RAPID GROWTH.
We have rapidly expanded, and are seeking to continue to rapidly expand,
our business. This growth has placed significant demands on our management,
administrative, operating and financial resources. The continued growth of our
customer base, the types of products offered and the geographic markets served
can be expected to continue to place a significant strain on our resources.
Personnel qualified both in the production of our products and the marketing of
such products are difficult to find and hire and enhancement of management
systems to support growth are difficult to implement. Our future performance and
profitability will depend in large part on our ability to attract and retain
additional management and other key personnel, our ability to implement
successful enhancements to our management systems and our ability to adapt those
systems, as necessary, to respond to growth in our business. No assurance can be
made that we will be able to successfully achieve our objectives. Any such
failure could have a material adverse effect on our business, financial
condition, and results of operations.
WE MAY FACE DIFFICULTIES INTEGRATING THE OPERATIONS OF BENEFOOT, INC., BENEFOOT
PROFESSIONAL PRODUCTS, INC., AND BI-OP LABORATORIES, INC.
In the period from May 6, 2002 through January 13, 2003, we have
completed acquisitions of Benefoot, Inc., Benefoot Professional Products, Inc.,
and Bi-Op Laboratories, Inc. Our ability to integrate the operations of these
companies is subject to various risks, and we may not be able to realize the
operating efficiencies, synergies, or other benefits expected from these
acquisition. Our failure to successfully integrate the operations of these
companies in a timely manner without incurring unexpected costs could have a
material adverse effect on our business, financial condition, and results of
operations.
WE MAY NOT BE ABLE TO RAISE ADEQUATE FINANCING TO FUND OUR OPERATIONS AND GROWTH
PROSPECTS.
Our acquisition and product expansion programs, debt servicing
requirements, and existing operations may require substantial capital resources.
We cannot assure you that we will be able to generate sufficient operating cash
flow or obtain sufficient additional financing to meet these requirements.
Failure to achieve our financing objectives could require us to reduce operating
costs by altering and delaying our business plan or otherwise radically altering
our business practices. Such failure could have a material adverse effect on our
business, financial condition, and results of operations.
2
OUR EXISTING PURCHASING ARRANGEMENTS MAY BE ADVERSELY AFFECTED IF WE ARE UNABLE
TO MAINTAIN GOOD RELATIONS WITH OUR SUPPLIERS.
We currently enjoy favorable terms with most of our suppliers, including
the third party manufacturer of PPT, a primary fabrication material used in many
of our products. Our ability to sustain our gross margins has been, and will
continue to be, dependent, in part, on our ability to maintain such terms. These
terms may be adversely impacted by changes in our suppliers' strategies or
changes in our relationship with our suppliers. No assurance can be given that
we will continue to maintain favorable terms with our suppliers. Our inability
to maintain such terms or the inability of the third party to manufacture and
deliver to us sufficient quantities of PPT in a timely fashion, could have a
material adverse effect on our business, financial condition and results of
operations.
IF WE FAIL TO CULTIVATE NEW OR MAINTAIN ESTABLISHED RELATIONSHIPS WITH LICENSED
MEDICAL PRACTITIONERS AND THERAPISTS, OUR REVENUE MAY DECLINE.
Our success is, in large part, dependent upon the referrals and
recommendations of licensed medical practitioners and therapists and our ability
to market our products to them. Licensed medical practitioners and therapists
who recommend our products are not our employees and are free to recommend our
competitors' products. If we are unable to successfully cultivate and maintain
relationships with, and market our products to, these licensed medical
practitioners and therapists, we may receive fewer orders for our products and
our revenues may decline, which could have a material adverse effect on our
business, financial condition, and results of operations.
THE NATURE OF OUR BUSINESS COULD SUBJECT US TO POTENTIAL PRODUCT LIABILITY AND
OTHER CLAIMS.
The sale of orthotic products and other biomechanical devices entails
the potential risk of physical injury to patients and an inherent risk of
product liability and other similar claims. We believe that we maintain adequate
insurance coverage for our products. However, we cannot assure you that this
coverage would be sufficient to cover the payment of any potential claim. In
addition, we cannot assure you that this or any other insurance coverage will
continue to be available or, if available, will be obtainable at a reasonable
cost. A partially or completely uninsured material loss could have a material
adverse effect on our business, financial condition and results of operations.
HEALTH CARE REGULATIONS OR HEALTH CARE REFORM INITIATIVES COULD MATERIALLY
ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
We are subject to governmental regulation and supervision both in the
United States, at the federal and state level, and abroad, including
anti-kickback statutes, self-referral laws, and fee-splitting laws. In some
cases, we may be required to obtain regulatory approvals and otherwise comply
with regulations regarding safety, quality and efficacy standards. Our failure
to obtain such approvals or comply with applicable regulatory requirements could
result in government authorities taking punitive actions against us, including,
among other things, imposing fines and penalties on us or preventing us from
manufacturing or selling our products. We cannot assure you that these laws and
regulations will not change or be interpreted in the future in a manner which
restricts or adversely affects our business activities or relationships with
providers of orthotic and biomechanical products.
CHANGES IN GOVERNMENT AND OTHER THIRD PARTY PAYOR REIMBURSEMENT LEVELS COULD
ADVERSELY AFFECT OUR REVENUES AND PROFITABILITY.
We derive a significant portion of our revenues from sales programs to
parties reimbursed by Medicare, workers compensation insurance, or other
insurers. Many of these programs set maximum
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reimbursement levels for orthotic products. We may be unable to sell our
products on a profitable basis if third-party payors deny coverage or reduce
their current levels of reimbursement. The percentage of our sales dependent on
Medicare or other insurance programs may increase as the portion of the U.S.
population over age 65 continues to grow, making us more vulnerable to
reimbursement level reductions by these organizations. Reduced government
reimbursement levels could result in reduced private payor reimbursement levels
because of indexing of Medicare fee schedules by certain third-party payors.
Furthermore, the healthcare industry is experiencing a trend towards cost
containment as government and private insurers seek to contain healthcare costs
by imposing lower reimbursement rates and negotiating reduced contract rates
with service providers. This trend could adversely affect our net sales and
could have a material adverse effect on our business, financial condition, and
results of operations.
OUR BUSINESS IS HIGHLY COMPETITIVE.
Our business is highly competitive in all product lines. Certain of our
competitors may have greater financial resources, larger facilities and
operations, and depth and experience of personnel as well as more recognizable
trademarks for products similar to those sold by us. In addition, our
competitors may develop or improve their products, in which event our products
may be rendered obsolete or less marketable. We expect that the level of
competition may increase in the future. There can be no assurance that we will
be able to continue to compete successfully. Any such failure could have a
material adverse effect on our business, financial condition, and results of
operations.
NEW THERAPEUTIC TECHNIQUES OR PRODUCTS COULD DECREASE THE DEMAND FOR OUR
PRODUCTS.
The medical industry is constantly searching for improved techniques and
products to improve patient care and treatment. New surgical techniques,
therapeutic procedures, and alternative products could cause licensed medical
practitioners to decrease orders for our custom orthotic products. Such a
decrease would have a material adverse effect on our business, financial
condition and results of operations.
LOSS OF THE SERVICES OF KEY MANAGEMENT PERSONNEL COULD ADVERSELY AFFECT OUR
BUSINESS.
Our operations are dependent upon a relatively small group of key
management and technical personnel, including Andrew H. Meyers, our President
and Chief Executive Officer, whose current employment agreement with the Company
expires as of December 31, 2003. The unexpected loss of the services of one or
more of key management and technical personnel, including Mr. Meyers, could have
a material adverse effect on our business, financial condition, and results of
operations.
WE MAY BE UNABLE TO PROTECT OUR PROPRIETARY TECHNOLOGY.
We are dependent upon a variety of methods and techniques that we regard
as proprietary trade secrets. We are also dependent upon a variety of
trademarks, service marks and designs to promote brand name development and
recognition. We rely on a combination of trade secrets, copyright, patent,
trademark, unfair competition and other intellectual property laws as well as
contractual agreements to protect our rights to such intellectual property. Due
to the difficulty of monitoring unauthorized use of and access to intellectual
property, however, such measures may not provide adequate protection. In
addition, there can be no assurance that courts will always uphold our
intellectual property rights, or enforce the contractual arrangements that we
have entered into to protect our proprietary technology. Any unenforceability or
misappropriation of our intellectual property could have a material adverse
effect on our business, financial condition and results of operations. In
addition, if we bring or become subject to litigation to defend against claimed
infringement of our rights or of the rights of others or to determine the scope
and validity of our intellectual property rights, such litigation could result
in substantial costs and
4
diversion of our resources which could have a material adverse effect on our
business, financial condition and results of operations. Unfavorable results in
such litigation could also result in the loss or compromise of our proprietary
rights, subject us to significant liabilities, require us to seek licenses from
third parties, or prevent us from selling our products, which could have a
material adverse effect on our business, financial condition and results of
operations.
A PORTION OF OUR REVENUES AND EXPENDITURES IS SUBJECT TO EXCHANGE RATE
FLUCTUATIONS THAT COULD ADVERSELY AFFECT OUR REPORTED RESULTS OF OPERATIONS.
While a majority of our business is denominated in United States
dollars, we maintain operations in foreign countries, primarily the United
Kingdom and Canada, that require payments in the local currency and payments
received from customers for goods sold in these countries are typically in the
local currency. Consequently, fluctuations in the rate of exchange between the
U.S. dollar and certain other local currencies may affect our results of
operation and period-to-period comparisons of our operating results. We do not
engage in hedging or similar transactions to reduce these risks.
ONE STOCKHOLDER HAS THE ABILITY TO SIGNIFICANTLY INFLUENCE THE ELECTION OF OUR
DIRECTORS AND THE OUTCOME OF CORPORATE ACTION REQUIRING STOCKHOLDER APPROVAL.
Warren B. Kanders, in his capacity as sole manager and voting member of
Langer Partners, LLC and the sole shareholder of Kanders & Company, Inc., may be
deemed to be the beneficial owner of 1,491,856 shares of our Common Stock, or
approximately 34.1%, of the outstanding shares of our com-mon stock. In
addition, our officers and directors beneficially own an aggregate of 1,367,621
of our Common Stock, or approximately 31.2%, of our Common Stock. Consequently,
Mr. Kanders together with our officers and directors, will have the ability to
significantly influence the election of our directors and the outcome of
corporate actions requiring stockholder approval, including a change in control.
(The foregoing numbers of shares and percentages do not give effect to an
additional 516,676 shares which may be acquired by Mr. Kanders or entities he
controls pursuant to the exercise of options or the conversion of the Company's
convertible notes, nor an additional 431,237 shares which may be acquired by our
officers and directors pursuant to the exercise or options or the conversion of
the Company's convertible notes. Until such shares are acquired, such persons do
not have voting rights with respect to such shares.)
THE PRICE OF OUR COMMON STOCK MAY BE VOLATILE, WHICH COULD AFFECT A
STOCKHOLDER'S RETURN ON INVESTMENT.
The market price of our Common Stock has been subject to significant
fluctuations, and we expect it to continue to be subject to such fluctuations
for the foreseeable future. We believe the reasons for these fluctuations
include the relatively thin level of trading in our stock, and the relatively
low public float. Therefore, variations in financial results, announcements of
material events by us or our competitors, our quarterly operating results,
changes in general conditions in the economy or the health care industry, other
developments affecting us or our competitors or general price and volume
fluctuations in the market could cause the market price of the Common Stock to
fluctuate substantially.
WE HAVE A SIGNIFICANT AMOUNT OF CONVERTIBLE INDEBTEDNESS OUTSTANDING AND MAY
ISSUE A SUBSTANTIAL AMOUNT OF OUR COMMON STOCK IN CONNECTION WITH FUTURE
ACQUISITIONS AND GROWTH PLANS, AND THE SALE OF THOSE SHARES COULD ADVERSELY
AFFECT OUR STOCK PRICE.
On October 31, 2001, we sold $14,589,000 of convertible subordinated
notes in a private placement. The notes are convertible into approximately
2,431,500 shares of our Common Stock, subject to adjustment in certain
circumstances. We anticipate issuing additional shares of our Common Stock and
5
may also issue additional convertible debt to finance acquisitions. The number
of outstanding shares of our Common Stock that will be eligible for sale in the
future is, therefore, likely to increase substantially. Persons receiving shares
of our Common Stock in connection with these acquisitions or financings may be
more likely to sell large quantities of their Common Stock, which may adversely
affect the price of our Common Stock. In addition, the potential issuance of
additional shares in connection with anticipated acquisitions could lessen
demand for our Common Stock and result in a lower price than would otherwise be
obtained. If our security holders sell substantial amounts of our Common Stock
in the public market following this offering, the market price of our Common
Stock could fall. These sales might make it more difficult for us to sell equity
or equity-related securities in the future at a time and price that we deem
appropriate and may require us to issue greater amounts of our Common Stock to
finance such acquisitions. Additional shares sold to finance acquisitions and
conversions of convertible indebtedness may also dilute our earnings per share.
ISSUANCES BY US OF AUTHORIZED PREFERRED STOCK CAN HAVE ADVERSE EFFECTS,
INCLUDING DILUTION AND DISCOURAGEMENT OF TAKEOVERS.
Our certificate of incorporation contains certain provisions that may
delay or prevent a takeover. Our Board of Directors has the authority to issue
up to 250,000 shares of preferred stock, and to determine the price, rights,
preferences and restrictions, including voting and conversion rights, of those
shares without any further action or vote by the stockholders. The rights of the
holders of Common Stock will be subject to, and may be adversely affected by,
the rights of the holders of preferred stock that may be issued in the future.
Such provisions could adversely affect the holders of Common Stock in a variety
of ways, including by potentially discouraging, delaying or preventing a
takeover of Langer and by diluting our earnings per share.
WE DO NOT INTEND TO PAY DIVIDENDS.
We currently do not intend to pay any dividends on our Common Stock. We
currently intend to retain any earnings for working capital, repayment of
indebtedness, capital expenditures and general corporate purposes.
FORWARD-LOOKING STATEMENTS
This prospectus contains "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995 that involve risks and
uncertainties. Some of the forward-looking statements appear under "Prospectus
Summary" and "Risk Factors." Other forward-looking statements appear in the
sections entitled "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and "Business" and elsewhere included or incorporated
by reference in this prospectus. These statements relate to future events and
our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may," "would," "will,"
"should," "could", "expects," "plans," "anticipates," "believes," "intends,"
"projects," "estimates," "predicts," "potential," "continue," or the negative of
these terms or other comparable terminology or by discussions of strategy. These
statements are only predictions. Actual events or results may differ materially.
In evaluating these statements, you should specifically consider various
factors, including the risks outlined in the Risk Factors section of this
prospectus. These factors may cause our actual results to differ materially from
any forward-looking statement. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements.
6
SELLING STOCKHOLDERS
This prospectus relates to Shares that are being registered for reoffers
and resales by Selling Stockholders who have acquired or may acquire Shares
pursuant to the Plan. The Selling Stockholders may resell any or all of the
Shares at any time they choose while this prospectus is effective.
Executive officers and directors, their family members, trusts for their
benefit, or entities that they own, that acquire Common Stock under the Plan may
be added to the Selling Stockholder list below by a prospectus supplement filed
with the SEC. The number of Shares to be sold by any Selling Stockholder under
this prospectus also may be increased or decreased by a prospectus supplement.
Non-affiliates who purchased restricted securities, as these terms are defined
in rule 144(a) under the Securities Act, under any of our employee benefit plans
and who are not named below may use this prospectus for the offer or sale of
their Common Stock if they hold 1,000 shares or less. Although a person's name
is included in the table below, neither that person nor we are making an
admission that the named person is our "affiliate."
The information in the table below sets forth, for each Selling
Stockholder, based upon information available to us as of December 1, 2003, the
number of shares of our Common Stock beneficially owned (assuming that all
options to acquire shares are exercisable within 60 days, although certain
options actually vest over a longer period of time) before and after the sale of
the Shares, the maximum number of Shares to be sold pursuant to this prospectus
(assuming that all options are fully exercisable) and the percentage of the
outstanding shares of our Common Stock owned after the sale of the Shares. We
have not been informed whether any Selling Stockholders intend to sell any
Shares. The inclusion of Shares in the table below does not constitute a
commitment to sell any Shares.
PERCENTAGE
OF COMMON
NUMBER OF STOCK TO BE
NUMBER OF SHARES TO BE BENEFICIALLY
SHARES SHARES BENEFICIALLY OWNED AFTER
RELATIONSHIPS BENEFICIALLY TO BE OWNED AFTER THE
NAME OF SELLER TO THE COMPANY OWNED(1) SOLD(2) THE OFFERING OFFERING(1)
- -------------- -------------- ------------ ------- ------------ -----------
Goldstein, Steven M. Executive Vice
President,
Secretary 73,006(3) 80,000(4) 19,673 *
Meyers, Andrew H. Director,
President,
Chief Executive
Officer, holder
of more than
10% of common stock 1,019,247(5) 175,000(6) 899,580 17%
- ------------------
* Less than 1%.
1. As used in this table, a beneficial owner of Common Stock includes any
person who, directly or indirectly, through contract, arrangement,
understanding, relationship or otherwise, has or shares (a) the power to
vote, or direct the voting of, such Common Stock, or (b) investment power,
which includes the power to dispose, or to direct the disposition of, such
Common Stock. In addition, a person is deemed to have "beneficial
7
ownership" of any shares of Common Stock such person has the right to
acquire within 60 days of the date hereof.
2. The numbers of shares to be sold include shares acquirable under options
which are not presently exercisable because of vesting requirements under
the Plan.
3. The number of shares beneficially owned by Mr. Steven Goldstein includes
53,333 shares acquirable under an option awarded to Mr. Steven Goldstein
under the 1992 Plan, and excludes the unvested portion (26,667 shares) of
such option.
4. Excludes the shares acquirable under Mr. Steven Goldstein's option awarded
under the 1992 Plan.
5. The number of shares beneficially owned by Mr. Meyers includes 116,667
shares acquirable under an option awarded to Mr. Meyers under the 1992
Plan, and excludes the unvested portion (53,333 shares) of such option.
6. Excludes the shares acquirable under Mr. Meyers's option awarded under the
1992 Plan.
PLAN OF DISTRIBUTION
The Selling Stockholders (or their pledgees, donees, transferees, or
other successors in interest) from time to time may sell all or a portion of the
Shares "at the market" to or through a market maker or into an existing trading
market, in private sales, including direct sales to purchasers, or otherwise at
prevailing market prices or at negotiated or fixed prices. By way of example,
and not by way of limitation, the Shares may be sold by one or more of the
following methods: (a) a block trade in which the broker or dealer so engaged
will attempt to sell the Shares as agent but may purchase and resell a portion
of the block as principal to facilitate the transaction; (b) purchases by a
broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this prospectus; (c) an exchange distribution in accordance
with the rules of such exchange; and (d) ordinary brokerage transactions and
transactions in which the broker solicits purchasers. In effecting sales,
brokers or dealers engaged by the sellers may arrange for other brokers or
dealers to participate. Brokers or dealers will receive commissions or discounts
from the sellers in amounts to be negotiated immediately prior to the sale. Such
brokers or dealers and any other participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
such sales. In addition, any securities covered by this prospectus which qualify
for sale pursuant to Rule 144 under the Securities Act may be sold under Rule
144 rather than pursuant to this prospectus.
The Selling Stockholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of the Shares
against certain liabilities, including liabilities arising under the Securities
Act. Any commissions paid or any discounts or concessions allowed to any such
broker-dealer which purchases Shares as principal or any profits received on the
resale of such Shares may be deemed to be underwriting discounts and commissions
under the Securities Act.
In order to comply with certain state securities law, if applicable, the
Common Stock will not be sold in a particular state unless the Common Stock has
been registered or qualified for sale in such state or an exemption from
registration or qualification is available and is complied with.
Each Selling Stockholder will deliver a prospectus in connection with
the sale of the Shares.
8
EXPENSES
All expenses of this offering, including the expenses of the
registration of the Shares of Common Stock offered hereby, will be borne by us.
It is estimated that the total amount of such expenses will not exceed $50,000.
USE OF PROCEEDS
The Company will not realize any proceeds from the sale of the Common
Stock which may be sold pursuant to this prospectus for the respective accounts
of the Selling Stockholders. The Company, however, will derive proceeds from the
sale of stock to Selling Stockholders and upon the exercise of the options
granted to Selling Stockholders. All such proceeds will be available to the
Company for working capital and general corporate purposes. No assurances can be
given, however, as to when or if any or all of the Options will be exercised.
LEGALITY
Certain legal matters in connection with the securities offered
hereunder will be passed upon for the Company by Kaufman & Moomjian, LLC, 50
Charles Lindbergh Boulevard - Suite 206 Uniondale, New York 11553.
EXPERTS
The consolidated financial statements and the related financial
statement schedule incorporated in this prospectus by reference from the
Company's Annual Report on Form 10-K for the year ended December 31, 2002 have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
9
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Company are incorporated by reference into
the Registration Statement:
(1) our annual report on Form 10-K for the year ended December 31,
2002;
(2) our current reports on Form 8-K filed on January 13, 2003, and
the amendment thereto filed on March 14, 2003, May 13, 2003,
August 11, 2003, and November 7, 2003;
(3) our quarterly reports on Form 10-Q for the quarters ended March
31, 2003, June 30, 2003, and September 30, 2003;
(4) the description of our Common Stock contained in our registration
statement on Form 8-A/A filed on July 3, 2002, including any
amendments or reports filed for the purpose of updating that
description;
(5) our registration statement on Form S-8 (File No.: 33-89880) filed
on March 1, 1995; and
(6) our registration statement on Form S-8 (File No.: 333-94769)
filed on January 14, 2000.
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by refer-ence in this Registration Statement and to
be a part hereof from the date of the filing of such documents with the
Commission. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
We are a Delaware corporation. Subsection (a) of Section 145 of the
General Corporation Law of the State of Delaware (the "DGCL") empowers a
corporation to indemnify any current or former director, officer, employee or
agent of the corporation, or any individual serving at the corporation's request
as a director, officer, employee or agent of another organization, who was or is
a party or is threatened to be
II-1
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding
provided that such director, officer, employee or agent acted in good faith and
in a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal action or
pro-ceeding, provided further that such director, officer, employee or agent had
no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any current or former director, officer, employee or agent who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or any individual
serving at the corporation's request as a director, officer, employee or agent
of another organization against expenses (including attorneys' fees) actually
and reasonably incurred by the person in connection with the defense or
settlement of such action or suit provided that such director, officer, employee
or agent acted in good faith and in a manner reasonably believed to be in, or
not opposed to, the best interests of the corporation, except that no
indemnification may be made in respect to any claim, issue or matter as to which
such director, officer, employee or agent shall have been adjudged to be liable
to the corporation unless and only to the extent that the Court of Chancery or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all of
the circumstances of the case, such director or officer is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Section 145 further provides that to the extent a present or former
director or officer has been successful in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) of Section 145 or in the
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that indemnification and advancement of expenses provided
for by, or granted pursuant to, Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; and empowers the
corporation to purchase and maintain insurance on behalf of a current or former
director, officer, em-ployee or agent of the corporation, or any individual
serving at the corporation's request as a director, officer or employee of
another organization, against any liability asserted against him or incurred by
him in any such capacity, or arising out of his status as such, whether or not
the corporation would have the power to indemnify him against such liabilities
under Section 145.
Our certificate of incorporation provides that we shall, to the fullest
extent permitted by the DGCL, indemnify all persons acting as officers and
directors of Langer from and against all expenses, liabilities, or other matters
covered by the DGCL.
As permitted by the DGCL, our certificate of incorporation provides
that, to the fullest extent permitted by the DGCL, no director shall be
personally liable to us or to our stockholders for monetary damages for breach
of his fiduciary duty as a director. Delaware law does not permit the
elimination of liability (i) for any breach of the director's duty of loyalty to
us or our stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) in respect
of certain unlawful dividend payments or stock redemptions or repurchases or
(iv) for any transaction from which the director derives an improper personal
benefit. The effect of this provision in the certificate of incorporation is to
eliminate our rights and the rights of our stockholders (through stockholders'
derivative suits on behalf of us) to recover monetary damages against a director
for breach of fiduciary duty as a director thereof (including breaches resulting
from negligent or grossly negligent
II-2
behavior) except in the situations described in clauses (i)-(iv), inclusive,
above. These provisions will not alter the liability of directors under federal
securities laws.
We have also entered into separate indemnification agreements with each
of our directors and executive officers which provide significant additional
protection to such persons. In addition, we have in effect a directors and
officers liability insurance policy indemnifying our directors and officers and
the directors and officers of our subsidiaries within a specific limit for
certain liabilities incurred by them, including liabilities under the Securities
Act. We pay the entire premium of this policy.
We believe that our certificate of incorporation and bylaw provisions,
our directors and officers liability insurance policy and our indemnification
agreements are necessary to attract and retain qualified persons to serve as our
directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Certain restricted securities to be reoffered and resold pursuant to
this Registration Statement were issued under the Plan and in transactions
exempt from registration pursuant to Section 4(2) of the Securities Act.
ITEM 8. EXHIBITS.
Exhibit No. Description of Exhibits
4 Registrant's 1992 Stock Option Plan, as amended through
November 30, 1999.*
5 Opinion and consent of Kaufman & Moomjian, LLC.*
23.1 Consent of Kaufman & Moomjian, LLC (included in their opinion
filed as Exhibit 5).*
23.2 Consent of Deloitte & Touche LLP (Independent Auditors).
23.3 Consent of Deloitte & Touche LLP (Independent Auditors).
24.1 Power of Attorney (included in the signature pages of this
Post-effective Amendment No. 1).
--------------
* Included in the original Registration Statement filed January 14, 2000.
ITEM 9. UNDERTAKINGS
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to the Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement;
II-3
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
D. The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part
of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Deer Park, State of New York, on this 28th day of November,
2003.
LANGER, INC.
By: /s/ Andrew H. Meyers
--------------------
Andrew H. Meyers
President and Chief Executive
Officer
By: /s/ Anthony J. Puglisi
----------------------
Anthony J. Puglisi
Chief Financial Officer and Vice
President (principal financial and
accounting officer)
Signature Title Date
- --------- ----- ----
/s/ Andrew H. Meyers President, Chief Executive Officer, and
- -------------------- Director (principal executive officer) November 28, 2003
Andrew H. Meyers
Chief Financial Officer and Vice President
/s/ Anthony J. Puglisi (principal financial and accounting
- ---------------------- officer) November 28, 2003
Anthony J. Puglisi
/s/ Burtt R. Ehrlich Director November 28, 2003
- ----------------------
Burtt R. Ehrlich
/s/ Arthur Goldstein Director November 28, 2003
- ----------------------
Arthur Goldstein
/s/ Greg Nelson Director November 28, 2003
- ----------------------
Greg Nelson
/s/ Jonathan R. Foster Director November 28, 2003
- ----------------------
Jonathan R. Foster
/s/ Thomas W. Strauss Director November 28, 2003
- ----------------------
Thomas W. Strauss
II-5
POWER OF ATTORNEY
Each of the undersigned officers and directors of Langer, Inc. hereby
severally constitutes and appoints Andrew H. Meyers and Anthony J. Puglisi as
the attorney-in-fact for the undersigned, in any and all capacities, with full
power of substitution, to sign any and all pre- or post-effective amendments to
this Registration Statement, any subsequent Registration Statement for the same
offering which may be filed pursuant to Rule 462(b) under the Securities Act of
1933, as amended, and any and all pre- or post-effective amendments thereto, and
to file the same with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
- --------- ----- ----
/s/ Andrew H. Meyers President, Chief Executive Officer, and
- ---------------------- Director (Principal Executive Officer) November 28, 2003
Andrew H. Meyers
/s/ Anthony J. Puglisi Vice President and Chief Financial Officer
- ---------------------- (Principal Accounting Officer) November 28, 2003
Anthony J. Puglisi
/s/ Burtt R. Ehrlich Director November 28, 2003
- ----------------------
Burtt R. Ehrlich
/s/ Arthur Goldstein Director November 28, 2003
- ----------------------
Arthur Goldstein
/s/ Greg Nelson Director November 28, 2003
- ----------------------
Greg Nelson
/s/ Jonathan R. Foster Director November 28, 2003
- ----------------------
Jonathan R. Foster
/s/ Thomas W. Strauss Director November 28, 2003
- ----------------------
Thomas W. Strauss
II-6
EXHIBIT INDEX
Exhibit No. Description of Exhibits
- ----------- -----------------------
23.2 Consent of Deloitte & Touche LLP (Independent Auditors).
23.3 Consent of Deloitte & Touche LLP (Independent Auditors).
24.1 Power of Attorney (included in the signature pages of this
Post-effective Amendment No. 1).
--------------
II-7