United
States
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):
June
11, 2008
Langer,
Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction
of
incorporation)
|
1-12991
(Commission
File Number)
|
11-2239561
(IRS
Employer
Identification
Number)
|
|
450
Commack Road, Deer Park, New York
(Address
of principal executive offices)
|
11729-4510
(Zip
Code)
|
Registrant’s
telephone number, including area code:
631-667-1200
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
2.01.
Completion
of Acquisition or Disposition of Assets.
On
June 11, 2008, the Registrant sold all the membership interests in Regal Medical
Supply, LLC, the Registrant’s contracture management products and services
subsidiary (“Regal”), to three purchasers, for a price of $501,000, paid in
cash. Two of the purchasers (Messrs. John Shero and Carl David Ray) were among
the owners of Regal from whom the Registrant acquired Regal in January 2007,
and
Mr. Shero was a vice president of Regal throughout the Registrant’s ownership of
Regal. The purchase price was determined by arms’ length negotiations between
the Registrant and the purchasers.
In
connection with the sale, the Registrant agreed that for a period of three
years, the Registrant would not compete with Regal by engaging in any business
providing contracture management services in the long-term care market and
rehabilitation settings by assisting facility personnel in product selection,
product fitting and billing services; provided, however, that such restrictions
shall not be applicable to any successor in interest to all or any portion
of
the Registrant’s medical products and/or personal care products segments as they
presently exist. Additionally, the Registrant, Mr. Shero and Regal exchanged
mutual releases.
As
a result of the sale, the Registrant expects to recognize a loss of
approximately $1.7 million in the quarter ended June 30, 2008. As of June
30,
2008, the operating loss and loss from disposal of Regal, will be reflected
in
the Registrant’s financial statements as a discontinued
operation.
|
Item
5.02.
|
Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers.
|
On
June
17, 2008, Mr. David S. Hershberg, was appointed by the Registrant’s Board of
Directors (the “Board”) to fill a vacancy on the Board and serve as a member of
the Board until the next annual meeting of stockholders and until his successor
is duly elected and qualified or until his earlier resignation or removal.
Mr.
Hershberg will also serve as a member of the Board’s Compensation Committee and
the Nominating/Corporate Governance Committee.
Item
8.01.
Other
Events.
Regal
Press Release
On
June 11, 2008, the Registrant issued a press release announcing the sale of
all
the membership interests in Regal. A copy of the press release is furnished
as
Exhibit 99.1 to this Current Report.
Repurchase
Program
In
December 2007, the Registrant adopted a common stock repurchase program (the
“Repurchase Program”), pursuant to which the Registrant was authorized to
purchase up to $2,000,000 of its outstanding common stock from time to time
at
prices and on terms as determined from time to time. In May 2008, the amount
which may applied to the repurchase of the Registrant’s common stock was
increased to $6,000,000. The Registrant modified the Repurchase Program to
include the purchase from time to time of its 5% Convertible Subordinated Notes
due December 7, 2011 (the “Convertible Notes”), in addition to shares of the
Registrant’s common stock. In connection with the modification of the Repurchase
Program, Wachovia Bank, National Association, agreed to a waiver and
modification of the Credit Facility to permit the Registrant’s purchase of its
Convertible Notes.
Item
9.01.
Financial
Statements and Exhibits.
|
|
(b)
|
Pro
Forma Financial Information of Langer, Inc. The pro forma financial
information
required by this item is hereby included in Exhibit 99.2
attached
hereto.
|
|
|
2.1
|
Sale
Agreement dated June 11, 2008, among the Registrant, as seller and
Messrs.
John
Shero, Carl David Ray, and Ryan Hodge, as purchasers with respect
to the
outstanding
membership interests in Regal Medical Supply,
LLC.
|
|
|
99.1
|
Press
Release dated June 11, 2008, regarding the sale of Regal Medical
Supply,
LLC
(furnished only).
|
|
|
99.2
|
Pro
Forma Financial Information of Langer,
Inc.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
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|
|
|
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Date:
June 17, 2008
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Langer,
Inc.
|
|
|
|
|
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By:
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/s/ Kathleen
P. Bloch
|
|
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Kathleen
P. Bloch, Vice President and Chief Financial
Officer
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Exhibit
Index
|
2.1
|
Sale
Agreement dated June 11, 2008, among the Registrant, as seller and
Messrs.
John Shero, Carl David Ray, and Ryan Hodge, as purchasers with respect
to
the outstanding membership interests in Regal Medical Supply,
LLC.
|
|
99.1
|
Press
Release dated June 11, 2008, regarding the sale of Regal Medical
Supply,
LLC (furnished only).
|
|
99.2
|
Pro
Forma Financial Information of Langer,
Inc.
|
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