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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Langer Inc. (MM) | NASDAQ:GAIT | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.60 | 0 | 01:00:00 |
SCHEDULE
13D
|
||
CUSIP
No. 515707107
|
Page
2
of
9
Pages
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Langer
Partners, LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
||
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS*
WC
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
or 2(E)
o
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
1,506,856
(see Item 5)
|
||
9
|
SOLE
DISPOSITIVE POWER
0
|
||
10
|
SHARED
DISPOSITIVE POWER
1,506,856
(see Item 5)
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,506,856
(see Item 5)
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.1%
|
||
14
|
TYPE
OF REPORTING PERSON*
OO
|
SCHEDULE
13D
|
||
CUSIP
No. 515707107
|
Page 3
of
9
Pages
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kanders
& Company, Inc.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
||
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS*
WC
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
or 2(E)
o
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
575,000
(see Item 5)
|
||
9
|
SOLE
DISPOSITIVE POWER
0
|
||
10
|
SHARED
DISPOSITIVE POWER
575,000
(see Item 5)
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
575,000
(see Item 5)
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
|
||
14
|
TYPE
OF REPORTING PERSON*
CO
|
SCHEDULE
13D
|
||
CUSIP
No. 515707107
|
Page 4
of
9
Pages
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warren
B. Kanders
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
||
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS*
PF
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
or 2(E)
o
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
1,716,199
(see Item 5)
|
|
8
|
SHARED
VOTING POWER
2,081,856
(see Item 5)
|
||
9
|
SOLE
DISPOSITIVE POWER
1,716,199
(see Item 5)
|
||
10
|
SHARED
DISPOSITIVE POWER
2,081,856
(see Item 5)
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,798,055
(see Item 5)
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.6%
|
||
14
|
TYPE
OF REPORTING PERSON*
IN
|
(a)-(c)
|
(1)
|
Kanders
& Co. beneficially owns and has the power to direct the voting and
disposition of (i) options to purchase an aggregate of 100,000 shares
of Common Stock (the “Kanders & Co. Option Shares”), (ii) 100,000
shares of Common Stock which were issued to Kanders & Co. as a
restricted stock award (the “RSA Vested Shares”) and (iii) 100,000 shares
of Common Stock purchased in a private transaction and 275,000 shares
of
Common Stock acquired by purchase on the open market (such 375,000
shares
are collectively referred to as the “Kanders & Co. Outstanding
Shares”). The foregoing shares beneficially owned by Kanders & Co.
collectively constitute 4.6% of the Issuer’s outstanding shares of Common
Stock.
|
(2)
|
Langer
LLC beneficially owns and has the power to direct the voting and
disposition of (i) 1,491,856 shares of Common Stock which are
presently issued and outstanding (the “LLC Outstanding Shares”), and
(ii) warrants issued September 30, 2004 (the “Warrants”) to purchase
15,000 shares of Common Stock (the “Warrant Shares”). The foregoing shares
beneficially owned by Langer LLC collectively constitute 12.1% of
the
Issuer’s outstanding shares of Common Stock.
|
(3)
|
Warren
B. Kanders beneficially owns and has the power to direct the voting
and
disposition of (i) options to purchase 515,000 shares of Common Stock
(the “WBKanders Option Shares”), (ii) as trustee for a member of his
family, $2,000,000 principal amount of the 5% Notes, which are convertible
into 429,028 shares of Common Stock and $3,250,000 principal amount
of the
5% Notes, which are convertible into 697,171 shares of Common Stock
(such
1,126,199 shares are collectively referred to as the “WBKanders 5% Note
Conversion Shares”), (iii) 75,000 shares of Common Stock purchased in a
private transaction (the “WBKanders Outstanding Shares”), and (iv) 500,000
unvested shares of Common Stock which were issued to Mr. Kanders
as a
restricted stock award (the “WBKanders Unvested RSA Shares”) described in
paragraph 5(c) of Amendment No. 7 to this Schedule 13D. The foregoing
shares beneficially owned by Warren B. Kanders, excluding the WBKanders
Unvested RSA Shares, collectively constitute 13.8% of the Issuer's
outstanding Common Stock. The WBKanders Unvested RSA Shares become
vested
after and if certain EBITDA targets are achieved or following a change
in
control of the Issuer as described in paragraph 5(c) of Amendment
No. 7 to
this Schedule 13D. As of the date of this Amendment No. 8, such conditions
have not yet been met and therefore the WBKanders Unvested RSA Shares
are
not presently outstanding and carry no voting rights at the present
time.
|
(4)
|
Warren
B. Kanders, the sole stockholder and sole director of Kanders & Co.,
and the sole voting member and manager of Langer LLC, may be considered
the beneficial owner with the shared power to vote and dispose of
(i) the Kanders & Co. Option Shares, as to which Mr. Kanders
disclaims beneficial ownership, (ii) the LLC Outstanding Shares, as
to which Mr. Kanders disclaims beneficial ownership, (iii) the
Warrant Shares, as to which Mr. Kanders disclaims beneficial ownership
and
(iv) the Kanders & Co. Outstanding Shares, as to which Mr.
Kanders disclaims beneficial ownership. All such securities, together
with
the WBKanders Option Shares, the WBKanders 5% Note Conversion
Shares, and the WBKanders Outstanding Shares (but excluding the
WBKanders Unvested RSA Shares) would constitute 30.6% of the Issuer’s
outstanding shares of Common Stock, assuming the exercise or conversion
of
the aforesaid options, Warrants and 5%
Notes.
|
Item
6 of the Schedule 13D is hereby amended by the addition of the
following:
|
On
September 29, 2008, Kanders & Co. entered into letter agreements (the
“Letter Agreements”) with each of W. Gray Hudkins, the Issuer’s President
and Chief Executive Officer, and Kathleen P. Bloch, the Issuer’s Vice
President and Chief Financial Officer, pursuant to which such persons
agreed (i) not to sell, transfer, pledge, or otherwise dispose or
convert
into Common Stock, any portion of the 5% Notes respectively owned
by them
and (ii) to cast all votes to which they respectively may cast with
respect to any shares of Common Stock underlying the 5% Notes in
the same
manner and proportion as shares of Common Stock voted by the Reporting
Persons. The description of the Letter Agreements in this Item 6
is
qualified in its entirety by reference to the full text of the Letter
Agreements, the form of which is attached hereto as Exhibit
99.3.
|
On
September 29, 2008, Mr. Hudkins executed and delivered to Kanders
&
Co. a promissory note in the principal amount of $40,000 (the “Note”). The
Note accrues interest at the rate of 10% per annum and all payments
of
principal and interest due under the Note is due and payable on December
15, 2011. Mr. Hudkins applied the proceeds of the Note toward the
acquisition of $250,000 principal amount of the 5% Notes for the
aggregate
price of $87,500. The description of the Note in this Item 6 is qualified
in its entirety by reference to the full text of the Note, the form
of
which is attached hereto as Exhibit
99.4.
|
Exhibit
99.3:
|
Form
of Letter Agreements.
|
Exhibit
99.4:
|
Form
of Promissory Note.
|
Langer Partners, LLC | ||
|
|
|
By: | /s/ Warren B. Kanders | |
Warren
B. Kanders, Sole Voting Member and
Manager
|
Kanders & Company, Inc. | ||
|
|
|
By: | /s/ Warren B. Kanders | |
Warren
B. Kanders, President
|
/s/ Warren B. Kanders | ||
Warren
B. Kanders
|
1 Year Langer Chart |
1 Month Langer Chart |
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