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): NOVEMBER 13, 2000
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 (IRS Employer
of incorporation) File Number) Identification Number)
450 COMMACK ROAD
DEER PARK, NEW YORK 11729
(Address of principal executive offices) (Zip Code)
(631) 667-1200
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
Item 1. Changes in Control of Registrant.
(b) On November 13, 2000, The Langer Biomechanics Group, Inc. (the
"Company") entered into a non-binding Term Sheet for Revised Transaction, dated
November 10, 2000, with OrthoStrategies, Inc. ("OSI") (the "Term Sheet"). The
Term Sheet amends the previously announced proposed acquisition of the Company
by OSI. In lieu of a cash merger in which the shareholders of the Company would
receive $1.75 per share in cash, the Term Sheet contemplates that the
transaction would take the form of a cash tender offer by OSI for up to 75% of
the outstanding shares of common stock of the Company for $1.525 per share, with
a minimum tender condition of 51%. Upon commencement of the proposed tender
offer, Andrew H. Meyers, the President and principal stockholder of OSI, would
become interim Chief Executive Officer and President of the Company. In
addition, upon completion of the proposed tender offer, it is contemplated that
all or nearly all of the current directors of Langer would resign, to be
replaced by Andrew H. Meyers and other designees of OSI. Furthermore, upon
successful completion of the proposed tender offer, OSI would be issued an 180
day option to purchase up to 1,400,000 shares of common stock of the Company,
with an initial exercise price of $1.525 per share, rising to $1.60 per share
prior to expiration. The proceeds from this warrant, if exercised, are expected
to be utilized for working capital and in connection with possible future
acquisitions by the Company.
The commencement of the tender offer will be subject to a number of
conditions, including, among others, the execution of a formal acquisition
agreement, the obtaining of financing by OSI and the meeting of minimum net
worth and net working capital parameters by the Company. No shareholder vote is
necessary in connection with this transaction.
Reference is made to the Term Sheet for the complete details thereof, a
copy of which is attached hereto as Exhibit 1 and incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
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(c) Exhibits
10.1 The Term Sheet
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: November 17, 2000
The Langer Biomechanics Group, Inc.
By: /s/ Thomas G. Archbold
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Name: Thomas G. Archbold
Title: Chief Financial Officer
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