Langer, Inc. Receives Notice From The Nasdaq Stock Market Regarding Compliance
March 01 2007 - 10:00PM
PR Newswire (US)
DEER PARK, N.Y., March 1 /PRNewswire-FirstCall/ -- On February 16,
2007, Langer, Inc. (NASDAQ:GAIT) ("Langer" or the "Company")
received a written notice (the "Notice") from the staff of The
Nasdaq Stock Market ("Nasdaq") stating, among other things, that
the Company is now in compliance with Nasdaq Marketplace Rule
4350(i)(1)(D) (the "Rule"). The staff of Nasdaq had previously
taken the position that the Company was not in compliance with the
Rule because of the existence of anti-dilution provisions under the
terms of the Company's note purchase agreement dated as of December
7, 2006 (the "Note Purchase Agreement"), pursuant to which the
Company sold an aggregate of $28,880,000 in principal amount of its
5% convertible subordinated notes due December 7, 2011 (the
"Notes"), without first obtaining stockholder approval of the
issuance of the shares issuable upon conversion of the Notes. The
Rule requires prior approval of the stockholders of the Company if
the Company agrees to issue shares of its common stock (or
securities convertible into common stock) equal to 20% or more of
its outstanding common stock, at a price below the prevailing
market price. On the date of issuance of the Notes, the market
price of the Company's common stock was $4.06 per share, and the
conversion price under the Notes (the "Conversion Price") was
$4.75. However, because the anti-dilution provisions of the Note
Purchase Agreement could result in the future in a reduction of the
price below $4.06, the staff took the position that the Company
that it was not in compliance with the Rule. After discussions with
the staff, the Company provided the staff with a letter by which
the Company agreed not take any action which would trigger the
application of the anti-dilution provisions of the Note Purchase
Agreement and result in an adjustment to the Conversion Price to
less than $4.06 per share. As a result of the Company's delivery of
the aforesaid letter, the Nasdaq staff issued the Notice,
confirming that the Company is now in compliance with the Rule.
Langer, Inc., together with its wholly owned subsidiaries Silipos
Inc. and Regal Medical Supply, is a leading provider of high
quality medical products and services targeting the long-term care,
orthopedic, orthotic and prosthetic markets. Through its wholly
owned subsidiaries Twincraft Inc. and Silipos Inc., the Company
offers a diverse line of bar soap and other skincare products for
the private label retail, medical and therapeutic markets. The
Company sells its products primarily in the U.S. and Canada as well
as in more than 30 other countries to national, regional,
international and independent medical distributors and directly to
healthcare professionals. Langer is based in Deer Park, New York
and has additional manufacturing facilities in Niagara Falls, NY,
Anaheim, CA, Winooski, VT, Montreal, Canada, Stoke-on- Trent, UK as
well as sales and marketing offices in Toronto, Canada, Dallas, TX
and New York, NY. Certain matters discussed in this press release
constitute forward-looking statements that involve risks and
uncertainties that could cause results to differ materially from
those projected. The Company may use words such as "anticipates,"
"believes," "plans," "expects," "intends," "future" and similar
expressions to identify forward-looking statements. These risks and
uncertainties, related to both ongoing operations as well as
acquisitions, are described in the Company's filings with the
Securities and Exchange Commission, including the Company's
Registration Statement on Form S- 1 and Form S-3, its 2005 Form
10-K and most recently filed Form 10-Qs and Form 8-Ks. No assurance
can be given that future results covered by the forward-looking
statements will be achieved. Such forward-looking statements
include, but are not limited to, those relating to Langer's
financial and operating prospects, future opportunities, Langer's
ability to identify suitable companies as acquisition or merger
targets, Langer's ability to close and successfully integrate
acquired companies and assets, Langer's ability to obtain financing
to fund its acquisition program, the outlook of customers, and the
reception of new products, technologies and pricing. DATASOURCE:
Langer, Inc. CONTACT: W. Gray Hudkins, President and CEO, of
Langer, Inc., +1-212-687-3260
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