-----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, HchGNRuOWTSkvdW03M94QPVq+U3zqC1cUZ/VmtwkuS1BLG1Yr5szfcNmPPu4gLGq qdCwGfVUOj0T1bAYu4nE5g== 0001104659-06-082226.txt : 20061218 0001104659-06-082226.hdr.sgml : 20061218 20061218171844 ACCESSION NUMBER: 0001104659-06-082226 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061218 DATE AS OF CHANGE: 20061218 GROUP MEMBERS: DORSET MANAGEMENT CORPORATION GROUP MEMBERS: MATTERHORN OFFSHORE FUND LIMITED 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-36032 FILM NUMBER: 061284231 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: KNOTT DAVID M CENTRAL INDEX KEY: 0000808722 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 485 UNDERHILL BLVD STREET 2: STE 205 CITY: SYOSSET STATE: NY ZIP: 11791-3419 SC 13G 1 a06-26009_1sc13g.htm BENEFICIAL OWNERSHIP OF 5% OR MORE


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. __)(1)

Langer, Inc.
(Name of Issuer)

Common Stock, $0.02 Par Value
(Title of Class of Securities)

515707107
(CUSIP Number)

December 11, 2006
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

 

 

 

 

 

 

 

(1)             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 (the “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).

 



 

CUSIP No. 515707107

 

 

1.

Names of Reporting Persons. David M. Knott
I.R.S. Identification Nos. of above persons (entities only)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,586,735

 

6.

Shared Voting Power
78,947

 

7.

Sole Dispositive Power
1,684,208

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,684,208

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
14.3%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 



 

CUSIP No. 515707107

 

 

1.

Names of Reporting Persons. Dorset Management Corporation
I.R.S. Identification Nos. of above persons (entities only)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,586,735

 

6.

Shared Voting Power
78,947

 

7.

Sole Dispositive Power
1,684,208

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,684,208

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
14.3%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 



 

CUSIP No. 515707107

 

 

1.

Names of Reporting Persons. Matterhorn Offshore Fund Limited
I.R.S. Identification Nos. of above persons (entities only) N/A

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
British Virgin Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
772,210

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
772,210

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
772,210

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.1%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 



 

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
David M. Knott; Dorset Management Corporation; Matterhorn Offshore Fund Limited

 

(b)

Address of Principal Business Office or, if none, Residence
For David M. Knott and Dorset Management Corporation:
485 Underhill Boulevard, Suite 205
Syosset, New York 11791
For Matterhorn Offshore Fund Limited:
InterCaribbean Services Limited c/o CITCO Fund Services (Curaçao) N.V., Kaya Flamboyan 9, Curaçao, Netherlands Antilles, Attention: Sharin Lasten

 

(c)

Citizenship
David M. Knott - United States of America;
Dorset Management Corporation - New York
Matterhorn Offshore Fund Limited - British Virgin Islands

 

(d)

Title of Class of Securities
Common Stock, $0.02 Par Value

 

(e)

CUSIP Number
515707107

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under Section 15 of the Exchange Act;

 

(b)

o

Bank as defined in Section 3(a)(6) of the Exchange Act;

 

(c)

o

Insurance company as defined in Section 3(a)(19) of the Exchange Act;

 

(d)

o

Investment company registered under Section 8 of the Investment Company Act;

 

(e)

o

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan, or endowment fund in accordance with rule 13d-1(b)(l)(ii)(F);

 

(g)

o

A parent holding company, or control person, in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

(i)

o

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

(j)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

 



 

Item 4.

Ownership

 

David M. Knott; Dorset Management Corporation; Matterhorn Offshore Fund Limited

See Rows 5 through 9 and 11 on  pages 2 through 4.

 

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   o.

N/A

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Persons, other than the Reporting Persons hereunder, have the right to receive or the power to direct the receipt of dividends, or the proceeds from the sale, of securities reported herein.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

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.

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.

 

 



 

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.

 

 

December 18, 2006

 

Date

 

 

 

/s/ David M. Knott

 

Signature

 

 

 

DORSET MANAGEMENT CORPORATION

 

 

 


By: /s/ David M. Knott

 

David M. Knott, President

 


MATTERHORN OFFSHORE FUND LIMITED

 

 

 

By: InterCaribbean Services Ltd., Director

 

 

 

By:

 /s/ Claudio Cecchini and Henriette de Vries

 

 

Claudio Cecchini and Henriette de Vries

 

 

 

 

 


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