- Amended Statement of Beneficial Ownership (SC 13D/A)
08 Octubre 2008 - 2:34PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Amendment
No. 8
Under
the
Securities Exchange Act of 1934
Langer,
Inc.
(Name
of
Issuer)
Common
Stock, $0.02 par value
(Title
of
Class of Securities)
515707107
(CUSIP
Number)
Langer
Partners, LLC
Kanders
& Company, Inc.
Warren
B.
Kanders
One
Landmark Square
Stamford,
CT 06901
(203)
552-9600
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September
29, 2008
(Date
of
Event which requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box
o
.
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|
SCHEDULE
13D
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|
|
CUSIP
No. 515707107
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Page
2
of
9
Pages
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|
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)
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|
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%
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|
14
|
TYPE
OF REPORTING PERSON*
OO
|
*Warren
B.
Kanders is the sole voting member and sole manager of Langer Partners,
LLC
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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*
|
|
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
|
*Warren
B.
Kanders is the sole stockholder and sole director of Kanders & Company,
Inc.
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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*
|
|
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*
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.6%
|
|
14
|
TYPE
OF REPORTING PERSON*
IN
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The
Schedule 13D filed February 23, 2001 (the “Schedule 13D”) by Langer
Partners, LLC (“Langer LLC”), Kanders & Company, Inc. (“Kanders & Co.”),
and Warren B. Kanders with respect to shares of common stock, par value $.02
per
share, of Langer, Inc., a Delaware corporation (the “Issuer” or the “Company”),
as amended by Amendments Nos. 1, 2, 3, 4, 5, 6 and 7 to the Schedule 13D, is
hereby further amended by this Amendment No. 8 to the Schedule 13D. Information
contained in this Amendment No. 8 is as of the date hereof, unless otherwise
expressly provided herein. Capitalized terms used but not defined herein shall
have the meanings set forth in the Schedule 13D.
Item
3.
Source
and Amount of Funds or Other Consideration
.
Item
3 of
the Schedule 13D is hereby amended by the addition of the
following:
On
September 29, 2008, Warren B. Kanders individually or through related entities,
acquired approximately $3,250,000 principal amount of the Issuer’s 5%
Convertible Subordinated Notes, due December 7, 2011 (the “5% Notes”). The
source of the $1,161,875 used to acquire the 5% Notes was the personal funds
of
Warren B. Kanders or certain of his related entities.
Item
5.
Interest
in Securities of the Issuer
.
Item
5 of
the Schedule 13D is hereby amended and restated in its entirety to read as
follows:
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(1)
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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.
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(2)
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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.
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(3)
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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.
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(4)
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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.
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Each
of
the above percentage calculations is based upon an aggregate of 12,407,772
shares of Common Stock outstanding, which represents the sum of
(i) 10,651,573 shares outstanding as reported by the Issuer on its
Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 and
(ii) 1,756,199 shares acquirable by the Reporting Persons under the
options, Warrants and 5% Notes owned by the Reporting Persons, but not including
the WBKanders Unvested RSA Shares, which are not presently outstanding and
carry
no voting rights at the present time.
The
transferability of the WBKanders Option Shares is subject to restrictions
between the Issuer and Kanders & Co. or Mr. Kanders, as applicable. See Item
5, paragraph (c), as set forth in Amendment No. 4 of this Schedule
13D.
The
beneficial ownership reported above excludes $500,000 principal amount of
the 5% Notes, which are presently convertible into 107,257 shares of Common
Stock (the “Excluded 5% Note Conversion Shares”) based on a conversion price of
$4.6617 per share, as to which the beneficial owners thereof have agreed to
vote
such shares of Common Stock in the same proportion and manner as the Reporting
Persons pursuant to the terms of the Letter Agreements discussed in Item 6
below. Each of the Reporting Persons hereby disclaims beneficial ownership
in
and the existence of a “group” with respect to the Excluded 5% Note Conversion
Shares.
Except
for the purchase on September 29, 2008 of $3,250,000 principal amount of
the 5% Notes, no transactions in the shares of the Issuer’s Common Stock or
other securities have been effected by the Reporting Persons during the last
60
days.
Item
6.
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the
Issuer.
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Item
6 of the Schedule 13D is hereby amended by the addition of the
following:
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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.
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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.
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Item
7.
Material
to be Filed as Exhibits
.
Item
7 of
the Schedule 13D is hereby amended by the addition of the
following:
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Exhibit
99.3:
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Form
of Letter Agreements.
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Exhibit
99.4:
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Form
of Promissory Note.
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[Signature
Page Follows:]
Signature
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
each certifies that the information set forth in this statement is true,
complete and correct.
Date:
October 7, 2008
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Langer
Partners, LLC
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By:
|
/s/
Warren B.
Kanders
|
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Warren
B. Kanders, Sole Voting Member and
Manager
|
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Kanders
& Company, Inc.
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By:
|
/s/
Warren B.
Kanders
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Warren
B. Kanders, President
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/s/
Warren B.
Kanders
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Warren
B. Kanders
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