Langer Inc - Current report filing (8-K)
January 23 2008 - 11:01AM
Edgar (US Regulatory)
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):
January
18, 2008
Langer,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
|
1-12991
(Commission
File Number)
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11-2239561
(IRS
Employer Identification Number)
|
450
Commack Road, Deer Park, New York
(Address
of principal executive offices)
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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
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
8.01. Other Events.
On
January 18, 2008, Langer, Inc. (the "Company") sold to Planmark Holdings
Limited, a Bahamas company (the "Purchaser"), an affiliate of Sole Solutions
Ltd. ("Sole Solutions"), a retailer of specialist footwear based in the United
Kingdom, all the outstanding capital stock of the Company's wholly owned
subsidiary, Langer (UK) Limited ("Langer UK"). The sale price was £587,500, of
which £475,000 was paid at the closing, and the balance of £112,500 was paid by
the Purchaser's issuance of a promissory note (the "Purchaser Note") in the
principal amount of £112,500, due in full in 2 years, together with interest
which accrues at the rate of 8.5% per year. The Purchaser Note is personally
guaranteed by an affiliate of the Purchaser. The Company has agreed that for
a
period of two years following the sale, the Company will not engage in the
sale
of custom orthotics and lower limb braces in the United Kingdom, Europe, Africa
and Israel. In connection with the sale, the Company has granted to Langer
UK
royalty-free perpetual licenses to use the trademarks which Langer UK has
previously used in connection with its business, in the United Kingdom, Europe,
Africa and Israel. Prior to the sale, Langer UK was engaged in the sale of
custom orthotics, pre-fabricated orthotics and ankle-foot orthoses, and certain
related products outside North America.
Effective
upon the closing of the sale of the capital stock of Langer UK, the Company
entered into a strategic relationship with Langer UK through Silipos, Inc.,
a
subsidiary of the Company. They entered into an exclusive sales agency agreement
and a distribution services agreement with Langer UK, pursuant to which Langer
UK has agreed to act as sales agent and distributor for Silipos products in
the
United Kingdom, Europe, Africa and Israel. Under the terms of the two
agreements, Langer UK will receive a commission on sales of Silipos products
in
the specified territory and will receive additional compensation for performing
certain services on behalf of Silipos, including warehousing, order-taking,
and
customer service. The term of the sales agency agreement is 3 years, and the
term of the distribution services agreement is 3 years. Prior to the sale of
the
capital stock of Langer UK, Langer UK functioned as a sales agent and
distributor for Silipos. Also effective upon the closing of the sale of the
capital stock of Langer UK, the Company entered into a supply agreement with
Langer UK, pursuant to which the Company will supply Langer UK with certain
products, including PPT™ (a cushioning foam material), night splints and
walkers. The term of the supply agreement is one year.
On
January 18, 2008, the Company issued a press release with respect to the
foregoing transactions, a copy of which is filed as an exhibit to this Current
Report.
Item
9.01 Financial Statements and Exhibits.
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99.1
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Press
Release dated January 18, 2008, regarding the sale of the capital
stock of
Langer (UK) Limited and related
transactions.
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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.
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Dated:
January 22, 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
99.1
|
Press
Release dated January 18, 2008, regarding the sale of the capital
stock of
Langer (UK) Limited and related
transactions.
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