- Current report filing (8-K)
31 October 2008 - 7:51AM
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):
October
24, 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)
|
245
Fifth Avenue, Suite 2201, New York, New York
(Address
of principal executive offices)
|
10016
(Zip
Code)
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450
Commack Road, Deer Park, New York
(Address
of principal executive offices)
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11729-4510
(Zip
Code)
|
(Former
name or former address, if changed since last report)
Registrant’s
telephone number, including area code:
(212)
687-3260
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:
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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
1.01
Entry
into a Material Definitive Agreement.
On
October 24, 2008, Langer, Inc. (the “Company”), in connection with the sale of
substantially all of the operating assets relating to its “Langer” branded
custom orthotic and related products business (the “Transferred Business”),
entered into Amendment No. 4 (the “Amendment”) of its Loan and Security
Agreement (“Loan Agreement”) with Wachovia Bank, National Association
(“Wachovia”), originally dated as of May 11, 2007. The Amendment provides for a
decrease of the maximum amount the Company may borrow under the Loan Agreement
to $12,000,000 from $15,000,000. The Amendment also provides for Wachovia’s
consent to the sale by the Company of the Transferred Business pursuant to
the
asset purchase agreement dated October 24, 2008, by and between the Company
and
Langer Acquisition Corp., as described below.
A
copy of
the Amendment is attached to this report as Exhibit 10.1 and is incorporated
herein by reference as though fully set forth herein. The foregoing summary
description of the Amendment is not intended to be complete and is qualified
in
its entirety by the complete text of the Amendment.
Item
2.01
Completion
of Acquisition or Disposition of Assets
.
On
October 24, 2008, the Company completed the sale of the Transferred Business
to
Langer Acquisition Corp. (the “Buyer”) pursuant to the terms of the asset
purchase agreement (the “Purchase Agreement”) dated October 24 2008, by and
between the Company and the Buyer for a purchase price of approximately $4.68
million, of which $475,000 will be held in escrow pursuant to the terms of
an
escrow agreement by and among the Company, the Buyer and The Bank of New York
Mellon.
The
purchase price will be subject to a post-closing working capital adjustment
within approximately 90 days to the extent that the assets included within
the
Transferred Business, as reflected on the closing date balance sheet of the
Transferred Business, are less or more than approximately $1.3 million on the
closing date.
The
consideration described above was determined based upon arms-length negotiations
between the parties to the Purchase Agreement. Net proceeds to the Company
including transaction costs are expected to be approximately $4.1
million.
Pursuant
to the Purchase Agreement, the Company is also making certain representations
and warranties regarding Transferred Business, providing limited indemnification
protection and agreeing to certain non-competition provisions and other
agreements.
The
Company will continue to exist as a corporate entity and its ongoing business
will include that of its wholly-owned subsidiaries Silipos Inc. and Twincraft
Inc. In connection with this sale transaction, the Company has agreed to seek
a
change of its corporate name no later then its next annual shareholders
meeting.
The
Company expects to recognize a minimal gain on the sale of the Transferred
Business.
A
copy of
the Purchase Agreement is attached to this report as Exhibit 2.1 is incorporated
herein by reference as though fully set forth herein. The foregoing summary
description of the Purchase Agreement is not intended to be complete and is
qualified in its entirety by the complete text of the Purchase
Agreement.
On
October 27, 2008, the Company issued a press release announcing the sale of
the
Transferred Business pursuant to the Purchase Agreement. A copy of the press
release is furnished as Exhibit 99.1 to this current report.
Item
8.01
Other
Events
.
On
October 22, 2008, the Company received notification that as of October 16,
2008,
the NASDAQ Stock Market (“NASDAQ”), due to recent extraordinary market
conditions, has suspended, for a three month period, the enforcement of the
rules requiring listed companies to maintain a minimum $1.00 per share closing
bid price and a $5 million minimum market value of publicly held shares. As
previously disclosed on October 3, 2008, the Company had received two deficiency
letters from the NASDAQ Listing Qualifications Department notifying the Company
that it was deficient in meeting these continued listing requirements.
As
a
result of NASDAQ’S suspension of these continued listing requirements, the
Company will now be provided: (i) until April 7, 2009 to regain compliance
with
the $5 million minimum market value requirement; and (ii) until July 6, 2009
to
regain compliance with the minimum $1.00 price per share requirement. There
can
be no guarantee that the Company will be able to regain compliance with these
NASDAQ continued listing requirements.
If
our
common stock were delisted, the delisting may have an adverse impact on the
price of our shares of common stock, the volatility of the price of our shares,
and/or the liquidity of an investment in our shares of common
stock.
Item
9.01
Financial
Statements and Exhibits
(b)
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Unaudited
Pro Forma Condensed Consolidated Statements of Operations for the
year
ended December 31, 2007 and six months ended June 30, 2008 and the
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June
30,
2008 of Langer, Inc. The pro forma information required by this item
is
hereby included as Exhibit 99.2 attached
hereto.
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10.1
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Amendment
No. 4 dated October 24, 2008, to Loan and Security Agreement dated
May 11,
2007, between Wachovia Bank, National Association and Langer,
Inc.
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2.1
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Asset
Purchase Agreement dated as October 24, 2008, by and between Langer,
Inc.,
and Langer Acquisition Corp.
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99.1
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Press
Release dated October 27, 2008.
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99.2
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Pro
Forma Financial Information of Langer,
Inc.
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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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Langer,
Inc.
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Date: October
30, 2008
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By:
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/s/ Kathleen
P. Bloch
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Name:
Kathleen P. Bloch
Title:
Vice President and Chief Financial
Officer
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Exhibit
Index
Exhibit
No.
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Description
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10.1
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Amendment
No. 4 dated October 24, 2008, to Loan and Security Agreement dated
May 11,
2007, between Wachovia Bank, National Association and Langer,
Inc.
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2.1
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Asset
Purchase Agreement dated as October 24, 2008, by and between Langer,
Inc.
and Langer Acquisition Corp.
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99.1
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Press
Release dated October 27, 2008
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99.2
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Pro
Forma Financial Information of Langer,
Inc.
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