Langer Inc - Current report filing (8-K)
August 01 2008 - 1:01PM
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):
July
31, 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
1.01
Entry
into a Material Definitive Agreement.
On
July
31, 2008, the Registrant,
through
Langer Canada, Inc. (“Langer Canada”), its wholly owned subsidiary,
sold
all
of the capital stock of
Bi-Op
Laboratories, Inc.
(“Bi-Op”), which is engaged
in
the
design, manufacture and sale of footwear and foot orthotic devices as well
as
orthotic and prosthetic services
,
to
9199-9200
Quebec,
Inc. (the “Purchaser”), for a purchase price of $2,125,000 paid in cash at
closing, which will be increased or decreased through a working capital
adjustment within approximately 90 days. One of the shareholders of the
Purchaser, Mr. Raynald Henry was among the owners of Bi-Op from whom Langer
Canada acquired Bi-Op in January 2003 and is a Bi-Op employee.
The
purchase price was determined by arms’ length negotiations between the
Registrant and the Purchaser. Additionally, the Registrant, Langer Canada,
Bi-Op
and Mr.
Raynald
Henry
exchanged mutual releases.
As
a
result of this transaction, in the second quarter of 2008, the Registrant
will reflect a net loss on the sale of approximately $440,000, which includes
transaction costs of approximately $201,000. The net loss on the sale will
be
subject to adjustment based upon the level of working capital.
Item
9.01.
Financial
Statements and Exhibits
|
2.1
|
Share
Purchase Agreement, dated as of July 31, 2008, by and among Langer
Canada,
Inc. and 9199
-9200
Quebec,
Inc.
|
|
99.1
|
Press
Release dated Agust 1, 2008, regarding the sale of Bi-Op Laboratories,
Inc.
(furnished only).
|
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.
|
|
|
|
Langer,
Inc.
|
|
|
|
Date:
August 1, 2008
|
By:
|
/s/ Kathleen
P. Bloch
|
|
Kathleen
P. Bloch, Vice President and Chief Financial Officer
|
|
|
Exhibit
Index
Exhibit
No.
|
Description
|
|
|
2.1
|
Share Purchase Agreement, dated as of
July
31, 2008, by and among Langer Canada, Inc. and 9199
-9200
Quebec,
Inc.
|
|
|
99.1
|
Press Release dated August 1, 2008,
regarding
the sale of Bi-Op Laboratories, Inc. (furnished
only).
|
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