-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Tkc8SfNlZCrPPtaOiQQ0ZFX7RlORPyeCRDDL63Gni9Rg+qhDqLm2MULAOHbCYUi7 z8fkscRYACmu4n2773lFLQ== 0001072613-07-000115.txt : 20070124 0001072613-07-000115.hdr.sgml : 20070124 20070124123002 ACCESSION NUMBER: 0001072613-07-000115 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070124 DATE AS OF CHANGE: 20070124 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LANGER INC CENTRAL INDEX KEY: 0000725460 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 112239561 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36032 FILM NUMBER: 07548903 BUSINESS ADDRESS: STREET 1: 450 COMMACK ROAD CITY: DEER PARK STATE: NY ZIP: 11729 BUSINESS PHONE: 6136671200 MAIL ADDRESS: STREET 1: 450 COMMACK ROAD CITY: DEER PARK STATE: NY ZIP: 11729 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASHFORD CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0000897070 IRS NUMBER: 510243208 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1 WALKER'S MILL ROAD STREET 2: P.O. BOX 4172 CITY: WILMINGTON STATE: DE ZIP: 19807 BUSINESS PHONE: 3026551750 MAIL ADDRESS: STREET 1: 1 WALKER'S MILL ROAD STREET 2: P.O. BOX 4172 CITY: WILMINGTON STATE: DE ZIP: 19807 SC 13G/A 1 sched13langer_14849.txt AMENDED SCHEDULE 13G #3 - (LANGER INC.) ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)* LANGER INC. - -------------------------------------------------------------------------------- (NAME OF ISSUER) COMMON STOCK, $0.02 PAR VALUE PER SHARE - -------------------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 515707107 - -------------------------------------------------------------------------------- (CUSIP NUMBER) JANUARY 23, 2007 - -------------------------------------------------------------------------------- (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE IS FILED: [X] RULE 13D-1(b) [_] RULE 13D-1(c) [_] RULE 13D-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ================================================================================ Page 1 of 5 Pages =================== ================= CUSIP NO. 515707107 13G PAGE 2 OF 5 PAGES =================== ================= ================================================================================ 1 NAME OF REPORTING PERSON: I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Ashford Capital Management, Inc. - ----- -------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - ----- -------------------------------------------------------------------------- 3 SEC USE ONLY - ----- -------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 2,134,879 shares* NUMBER OF ----- ------------------------------------------------ SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 shares EACH ----- ------------------------------------------------ REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 2,134,879 shares* ----- ------------------------------------------------ 8 SHARED DISPOSITIVE POWER 0 shares - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,134,879 shares* - ----- -------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] - ----- -------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 19.96%* - ----- -------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IA ================================================================================ *THE REPORTING PERSON HAS ENTERED INTO A LETTER AGREEMENT WITH THE ISSUER, DATED AS OF JANUARY 23, 2007, A COPY OF WHICH IS ATTACHED AS EXHIBIT 1 (THE "LETTER AGREEMENT"), WHEREIN THE REPORTING PERSON HAS AGREED TO NOT CONVERT CERTAIN 5% CONVERTIBLE SUBORDINATED NOTES OF THE ISSUER OWNED BY THE REPORTING PERSON (THE "NOTES") UNTIL THE STOCKHOLDERS OF THE ISSUER APPROVE THE 631,579 SHARES OF THE ISSUER'S COMMON STOCK, $0.02 PAR VALUE (THE "CONVERSION SHARES"), THAT SHALL BE ISSUABLE AT A PRICE OF $4.75 PER SHARE UPON CONVERSION OF THE NOTES. =================== ================= CUSIP NO. 515707107 13G PAGE 3 OF 5 PAGES =================== ================= ITEM 1. (a) Name of Issuer: Langer, Inc. (b) Address of Issuer's Principal Executive Offices: 450 Commack Road, Deer Park, NY 11729-4510 ITEM 2. (a) Name of Person Filing: Ashford Capital Management, Inc. (b) Address of Principal Business Office or, if none, Residence: P.O. Box 4172, Wilmington, DE 19807 (c) Citizenship: A Delaware Corporation (d) Title of Class of Securities: Common Stock, $0.02 Par Value Per Share (e) CUSIP Number: 515707107 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) |_| Broker or dealer registered under section 15 of the Act ( (b) |_| Bank as defined in section 3(a)(6) of the Act (c) |_| Insurance company as defined in section 3(a)(19) of the Act (d) |_| Investment company registered under section 8 of the Investment Company Act of 1940 (e) |X| An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E) (f) |_| An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F) (g) |_| A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G) (h) |_| A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (i) |_| A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (j) |_| Group, in accordance with ss.240.13d-1(b)-1(ii)(J) ITEM 4. OWNERSHIP Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount Beneficially Owned: 2,134,879 shares* (b) Percent of Class: 19.96%* The foregoing percentage is calculated based on 10,694,584 shares of Common Stock reported to be outstanding as of November 9, 2006 in the Issuer's Quarterly Report filed on Form 10-Q (based on 10,062,373 shares of common stock of the Issuer outstanding (on an as-converted basis) as of November 9, 2006 and assumes the conversion of notes convertible into 631,579 shares of common stock of the Issuer). (c) Number of shares as to which such person has: =================== ================= CUSIP NO. 515707107 13G PAGE 4 OF 5 PAGES =================== ================= (i) Sole power to vote or to direct the vote: 2,134,879 shares* (ii) Shared power to vote or to direct the vote: 0 shares** (iii) Sole power to dispose or to direct the disposition of: 2,134,879 shares* (iv) Shared power to dispose or to direct the disposition of: 0 shares ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following |_|. N/A ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON The shares reported by the Reporting Person, a registered investment advisor, are held in separate individual client accounts, two separate limited partnerships and eleven commingled funds. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY N/A ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP N/A ITEM 9. NOTICE OF DISSOLUTION OF GROUP N/A ITEM 10. CERTIFICATION By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. *THE REPORTING PERSON HAS ENTERED INTO THE LETTER AGREEMENT WHEREIN THE REPORTING PERSON HAS AGREED TO NOT CONVERT THE NOTES UNTIL THE STOCKHOLDERS OF THE ISSUER APPROVE THE CONVERSION SHARES. **THE REPORTING PERSON HAS ENTERED INTO A VOTING AGREEMENT WITH THE ISSUER, DATED AS OF JANUARY 23, 2007, A COPY OF WHICH IS ATTACHED AS EXHIBIT 2 (THE "VOTING AGREEMENT"), FOR THE SOLE PURPOSE OF RATIFYING AND APPROVING THE ISSUANCE OF THE NOTES AND THE CONVERSION SHARES TO ADDRESS CERTAIN CONCERNS RAISED BY NASDAQ RELATING TO THE ISSUER. THE VOTING AGREEMENT EXPIRES ON JULY 1, 2007. THE REPORTING PERSON UNDERSTANDS THAT THE ISSUER HAS ENTERED INTO SUBSTANTIALLY SIMILAR FORMS OF VOTING AGREEMENTS WITH OTHER STOCKHOLDERS OF THE ISSUER. =================== ================= CUSIP NO. 515707107 13G PAGE 5 OF 5 PAGES =================== ================= SIGNATURE - --------- After reasonable inquiry and to the best of its knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: January 23, 2007 ASHFORD CAPITAL MANAGEMENT, INC. By: /s/ Anthony M. Petrucci --------------------------- Anthony M. Petrucci Treasurer EX-99.1 2 exh99-1_14849.txt NOTE AGREEMENT LANGER [LOGO] EXHIBIT 1 --------- January 23, 2007 Langer, Inc. 450 Commack Road Deer Park, NY 11729 Re: 5% Convertible Subordinated Notes due December 7, 2011 of --------------------------------------------------------- Langer, Inc. Ladies and ----------------------- Gentlemen: The undersigned is a holder ("Holder") of Langer, Inc.'s (the "Company") 5% convertible subordinated notes due December 7, 2011 (the "Notes"). The Holder's Note is one of a duly authorized issue of Notes, aggregating $28,880,000.00 in principal amount issued pursuant to a certain Convertible Subordinated Note Purchase Agreement, dated as of December 7, 2006, between the Company and the Purchasers named in the Purchase Agreement. The Holder's Note represents the principal amount set forth underneath the Holder's signature below. The Notes are immediately convertible into shares of common stock, par value $0.02 per share ("Common Stock"), of the Company at the option of the Holder at an initial price of $4.75 per share. The Company has asked the Holder to agree to not convert its Notes into shares of Common Stock prior to the approval by the Company's shareholders of the issuance of the Conversion Shares. In order to induce the Holder to agree to the Company's request, the Company expects to obtain voting agreements from holders of more than a majority of its Common Stock agreeing to vote their shares in favor of the ratification and approval of the issuance of the notes and the issuance of the shares issuable upon conversion of the Notes. In addition, the Company agrees that prior to March 1, 2007 it will file a proxy statement or information statement with the Securities and Exchange Commission to either call a special meeting of shareholders or solicit written consents of shareholders to obtain such approval as soon as reasonably practicable. Accordingly, the Holder hereby covenants and agrees not to convert its Note into shares of Common Stock prior to the date on which shareholders of the Company have approved the issuance of the Conversion Shares, such approval to comply with Regulation 14A or 14C promulgated under the Securities Exchange Act of 1934, as amended. Furthermore, the Holder acknowledges that the Company can make no assurance that all other holders of the Notes will enter into similar agreements with the Company not to convert their Notes. The Company hereby acknowledges that the covenant and agreement of the Holder contained in this letter is granted only for the limited purposes set forth herein and, except as set forth herein, all other terms and provisions of the Note continue in full force and effect. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York. Very truly yours, Ashford Capital Management, Inc. w/ discretion as Investment Advisor f/b/o various clients By: /s/ Theodore H. Ashford ------------------------------------ Name: Theodore H. Ashford Title: Chairman & CEO ACKNOWLEDGED AND AGREED: LANGER, INC. By: /s/ Kathryn Kehoe ---------------------------------- Name: Kathryn Kehoe Title: Senior Vice President EX-99.2 3 exh99-2_14849.txt VOTING AGREEMENT EXHIBIT 2 --------- VOTING AGREEMENT VOTING AGREEMENT (this "Agreement"), dated as of January 23, 2007, by and among the undersigned holder (the "Stockholder") of shares of common stock, $0.02 par value (the "Common Stock") of Langer, Inc., a Delaware corporation (the "Company"). WHEREAS, on December 4, 2006, the Company entered into a note purchase agreement, with investors who purchased an aggregate of $28,880,000 of the Company's 5% Convertible Subordinated Notes due December 7, 2011 (the "Notes") which (i) are immediately convertible into up to 6,080,000 shares of the Company's common stock, $0.02 par value (the "Conversion Shares"), at a conversion price of $4.75 per share, subject to adjustment, (ii) provide for interest payable semi-annually at the rate of 5% per annum (ii) have principal due December 7, 2011, (iii) are callable and redeemable for cash by the Company after December 7, 2007, and (iv) provide for registration of the Conversion Shares not later than September 30, 2007; WHEREAS, the Company previously disclosed the issuance of the Notes as well as filed the Notes and its related transaction documents (collectively, the "Notes Transaction Documents") as exhibits to its Current Report on Form 8-K (the "Notes 8-K") filed with the Securities and Exchange Commission on December 14, 2006; and WHEREAS, the Stockholder is the record and beneficial owner of the shares of Common Stock set forth on the signature page of this Agreement (such shares, together with any shares of capital stock of the Company acquired by the Stockholder or as to which the Stockholder acquires direct or indirect voting or investment power after the date hereof and during the term of this Agreement, being collectively referred to herein as the "Subject Shares"). NOW, THEREFORE, in consideration of the premises representations, warranties, covenants and agreements contained in this Agreement, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Agreements of the Stockholder. At any meeting of the Stockholders of the Company held prior to the Termination Date (as defined in Section 4 below), however called, and at every adjournment thereof prior to the Termination Date, or in connection with any written consent of the Stockholders of the Company, the Stockholder shall vote the Subject Shares in favor of the ratification and approval of the issuance of (i) the Notes, and (ii) the Conversion Shares issuable upon conversion of the Notes. Prior to the Termination Date, the Stockholder shall not enter into any agreement or understanding with any Person to vote, grant any proxy or give instructions with respect to the voting of the Subject Shares in any manner inconsistent with the preceding sentence. Prior to the Termination Date, the Stockholder shall not deposit any of the Subject Shares into a voting trust or enter into any agreement, other than this Agreement, with respect to any of the Subject Shares, and shall not take any other action, directly or indirectly, that would restrict, limit, or interfere with the performance by the Stockholder of the Stockholder's obligations hereunder. 2. Representations and Warranties of the Stockholders. The Stockholder is, as of the date hereof, the beneficial owner of, or has direct or indirect voting power over, the Subject Shares set forth beneath the Stockholder's name on the signature page hereto and the Stockholder has the right to vote such Subject Shares as set forth herein. The Stockholder has the right, power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Stockholder and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of the Stockholder. This Agreement has been duly executed and delivered by the Stockholder and constitutes a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms. The actions by the Stockholder taken pursuant to the terms hereof will not (A) conflict with or violate any court order, writ, injunction, judgment or decree applicable to the Stockholder or by which any of the Stockholder's assets may be bound or affected, or (B) result in any breach of any terms or conditions of, or constitute a default under, any contract, agreement or instrument to which the Stockholder is a party or by which the Stockholder is bound. The Stockholder acknowledges and agrees by signing below that it has had an opportunity to review the Notes 8-K and the Notes Transaction Documents. 3. Miscellaneous. (a) This Agreement shall terminate, and be of no further force or effect, automatically without any further action on the part of any parties hereto, on July 1, 2007 (the "Termination Date"). Nothing in this Agreement shall relieve any party from liability for any breach of this Agreement. (b) This Agreement may be amended only by a written instrument signed by the parties hereto. No waiver by any party hereto of any of the provisions hereof shall be effective unless set forth in a writing executed by the party so waiving. (c) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to its conflicts of law principles. (d) All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when personally delivered, telecopied (with confirmation of receipt), one day after deposit with a reputable overnight delivery service (charges prepaid), and three days after deposit in the U.S. Mail (postage prepaid and return receipt requested) to the principal address of such party or such other address as the recipient party has previously delivered notice to the sending party (e) This Agreement contains the entire understanding of the parties with respect to the subject matter hereof. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein. This Agreement supersedes all prior agreements and understandings, whether written or oral, between the parties with respect to such subject matter. (f) This Agreement may be executed in separate counterparts (including by means of telecopied signature pages), and by different parties on separate counterparts each of which shall be deemed an original, but all of which shall constitute one and the same instrument. (g) If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the validity and enforceability of the other provisions of this Agreement and the provision held to be invalid or unenforceable shall be enforced as nearly as possible according to its original terms and intent to eliminate such invalidity or unenforceability. [signature page follows] 2 IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of the Stockholder as of the date first above written. STOCKHOLDER Ashford Capital Management, Inc. w/discretion as Investment Advisor f/b/o various clients By: /s/ Theodore H. Ashford --------------------------------- Name: Theodore H. Ashford Title: Chairman & CEO LANGER, INC. By: /s/ Kathryn Kehoe ------------------------------------- Name: Kathryn Kehoe Title: Senior Vice President 3 -----END PRIVACY-ENHANCED MESSAGE-----