-----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, NncVPLCp29SlpzNREzlMrYf+HotMd9F28H5Aarc3uWoj7fm7lWegYk+/tV+aCGTh aal7/QZzTMM6s4GqhbDviA== 0001073307-01-000011.txt : 20010124 0001073307-01-000011.hdr.sgml : 20010124 ACCESSION NUMBER: 0001073307-01-000011 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010123 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LANGER BIOMECHANICS GROUP INC CENTRAL INDEX KEY: 0000725460 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 112239561 STATE OF INCORPORATION: NY FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-36032 FILM NUMBER: 1513455 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: CECIL DONALD CENTRAL INDEX KEY: 0000946819 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3 STRATFORD ROAD CITY: HARRISON STATE: NY ZIP: 10528 SC 13D/A 1 0001.txt SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- Schedule 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.1)* The Langer Biomechanics Group, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.02 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 515707107 ----------------------- (CUSIP Number) - copy to - Donald Cecil Gary T. Moomjian, Esq. 1114 Avenue of the Americas Kaufman & Moomjian, LLC 38th Floor Suite 206 New York, NY 10036 50 Charles Lindbergh Blvd. (212) 536-9727 Mitchel Field, NY 11553 (516) 222-5100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 28, 2000 --------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) Page 1 of 5 Pages - ------------------ *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 disclosures provided in a prior cover page. The information required on 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 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). - ----------------------------- ----------------------------- CUSIP NO. 515707107 13D Page 2 of 5 Pages - ----------------------------- ----------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Donald Cecil - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUNBER OF 248,553 ---------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY None ---------------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 248,553 REPORTING ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 248,553 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! * ITEM 1. SECURITY AND ISSUER ------------------- This statement relates to the common stock, par value $.02 per share (the "Common Stock"), of The Langer Biomechanics Group, Inc., a New York corporation (the "Issuer"). The address of the Issuer is 450 Commack Road, Deer Park, NY 11729. ITEM 2. IDENTITY AND BACKGROUND ----------------------- (a) This schedule is being filed on behalf of Donald Cecil. (b) Mr. Cecil's residence address is 3 Stratford Road, Harrison, New York 10528. (c) Mr. Cecil is an independent private investor. (d)-(e) During the last five years, Mr. Cecil has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor was he a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of any violations with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. ------------------------------------------------- The funds used for making the original purchases of the securities of the Issuer were the personal funds of the person filing this schedule. Mr. Cecil is filing this schedule because he became a member of a group (as such term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) upon his execution of a certain shareholders agreement, dated December 28, 2000, by and among OrthoStrategies, Inc. ("OrthoStrategies"), the Issuer, Mr. Cecil, certain other shareholders of the Issuer (together with Mr. Cecil, hereinafter referred to as the "Shareholders") and OrthoStrategies Acquisition Corp. ("Purchaser") (the "Shareholders Agreement"). Pursuant to the Shareholders Agreement, as an inducement to Purchaser to enter into an agreement to effect a cash tender offer (the "Offer") for up to 75% of the issued and outstanding shares of Common Stock (the "Offer Agreement"), the Shareholders covenanted to vote in a certain manner the shares of Common Stock owned by such Shareholders. The Offer Agreement and the Shareholders Agreement were filed as Exhibits 10.1 and 10.2, respectively, to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 5, 2001 (the "Form 8-K"). See Item 6 for a more detailed description of the Shareholders Agreement. ITEM 4. PURPOSE OF TRANSACTION. ---------------------- Purchaser intends to effect a tender offer, scheduled to commence on January 10, 2001, for up to 1,959,886 shares (75%) of the Issuer's issued and outstanding Common Stock at a purchase price of $1.525 per share. The voting arrangements in the Shareholders Agreement, as described in Item 6 below, are intended to support Purchaser's efforts to effect the tender offer. Pursuant to the Shareholders Agreement, Mr. Cecil has agreed to tender all of his shares of Common Stock into the Offer. Pursuant to the Offer Agreement, upon consummation of the Offer, Andrew H. Meyers, the President and Page 3 of 5 Pages principal stockholder of OrthoStrategies, will become Chief Executive Officer and President of the Issuer. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER ------------------------------------ (a) Mr. Cecil is currently the beneficial owner of 248,553 shares of Common Stock. (b) Except as may be provided otherwise in the Shareholders Agreement described in Item 6 below, Mr. Cecil has sole voting power and sole dispositive power with respect to the 248,553 shares of Common Stock owned by him. (c) No transactions in the Common Stock were effected by Mr. Cecil during the past 60 days. ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO ----------------------------------------------------------------------- SECURITIES OF THE ISSUER. ------------------------- Pursuant to the terms of the Shareholders Agreement, each Shareholder has agreed to tender to the Purchaser, in the Offer, all shares of the Issuer's common stock owned by such Shareholder (the "SUBJECT SHARES"). In addition, each Shareholder covenants that at any meeting of shareholders of the Issuer or in any other circumstances upon which the Shareholders' vote, consent or approval is sought, such Shareholder shall (or shall cause the record holder of his or its Subject Shares) vote or cause to be voted his or its Subject Shares against any (a) amendment of the Issuer's Certificate of Incorporation or by-laws, which amendment would be reasonably likely to impede, frustrate, prevent or nullify the tender offer by Purchaser or change in any manner the voting rights of any class of the Issuer's common stock, (b) action that would cause the Issuer to breach any representation, warranty or covenant of the Offer Agreement or (c) action to elect to the Issuer's Board of Directors anyone other than the designees of Purchaser or replacements of existing Directors. Each Shareholder has also agreed not to, subject to certain exceptions, during the period commencing on December 28, 2000 and ending on the earlier of (a) the purchase of the Subject Shares by Purchaser and (b) March 31, 2001, (i) sell, transfer, give, pledge, assign or otherwise dispose of (each, a "TRANSFER") any or all of the Subject Shares or any options or warrants owned by such Shareholder (collectively, "OPTIONS") or any interest therein or enter into any contract, option or other arrangement with respect to the Transfer of the Subject Shares or Options or (ii) enter into any voting arrangement in respect of the Subject Shares and shares issuable upon exercise of the Options. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. --------------------------------- 1. The Shareholders Agreement (Incorporated by reference: Exhibit10.2 to the Form 8-K). 2. The Offer Agreement (Incorporated by reference: Exhibit 10.1 to the Form 8-K). Page 4 of 5 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. January 19, 2001 /s/ Donald Cecil - ---------------------------- ------------------------------- Date Donald Cecil Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----