As filed with the Securities and Exchange Commission on January 14, 2000
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE LANGER BIOMECHANICS GROUP, INC.
(Exact name of registrant as specified in its charter)
New York 11-2239561
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
450 Commack Road, Deer Park New York 11729
(Address of Principal Executive Offices) (Zip Code)
THE LANGER BIOMECHANICS GROUP, INC.
1992 STOCK OPTION PLAN
(Full title of the plan)
Daniel Gorney, President
The Langer Biomechanics Group, Inc.
450 Commack Road
Deer Park, New York 11729
(Name and address of agent for service)
(516) 667-1200
(Telephone number, including area code, of agent for service)
copy to:
Gary T. Moomjian, Esq.
Kaufman & Moomjian, LLC
50 Charles Lindbergh Boulevard - Suite 206
Mitchel Field, New York 11553
(516) 222-5100
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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum Amount of
Title of Amount to be offering price aggregate registration
securities to be registered registered (1) per share (1) offering price (1) fee
<S> <C> <C> <C> <C>
Common Stock, par value $.02 per share
("Common Stock") . . . . . . . . . . . 200,000 (2) --- $330,410 (2) $87.23
<FN>
(1) Represents additional shares of Common Stock issuable under The Langer
Biomechanics Group, Inc. 1992 Stock Option Plan (the "1992 Stock Option
Plan") by virtue of an amendment to the 1992 Stock Option Plan increasing
the number of shares issuable thereunder from 350,000 to 550,000. Also
covered hereby are such indeterminable number of additional shares of
Common Stock as may become issuable pursuant to anti-dilution provisions
contained in the 1992 Stock Option Plan, as amended.
(2) Includes options previously granted to directors and employees of the
Registrant to purchase an aggregate of 117,000 shares of Common Stock at an
aggregate exercise price of $187,650 and 83,000 shares of Common Stock not
yet issued at fair market value of $1.72 per share as of December 1, 1999,
for an aggregate purchase price of $142,760.
</FN>
</TABLE>
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PART I
Incorporation by Reference
The contents of the Registration Statement on Form S-8 (Registration
No. 333-89880) are hereby incorporated by reference herein.
Additional Information
On January 21, 1999, the Board of Directors of the Registrant approved an
amendment to the 1992 Stock Option Plan to increase the number of shares of
Common Stock issuable thereunder from 350,000 to 550,000. On September 15, 1999,
the stockholders of the Registrant approved such amendment. Options to purchase
an aggregate of 467,000 shares of Common Stock have been granted under the 1992
Stock Option Plan. Currently, there are options to purchase 386,000 shares of
Common Stock issued and outstanding and options relating to 81,000 shares of
Common Stock have been exercised. Options relating to 83,000 shares of Common
Stock are still available for grant.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Number Description
4 The Langer Biomechanics Group, Inc. 1992 Stock Option Plan, as amended
through November 30, 1999.
5 Opinion and consent of Kaufman & Moomjian, LLC.
23.1 Consent of Kaufman & Moomjian, LLC (included in their opinion
filed as Exhibit 5).
23.2 Consent of Deloitte & Touche LLP (Independent Auditors).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Commack, New York on the 14th day of January, 2000.
THE LANGER BIOMECHANICS GROUP, INC.
By: /s/ Daniel J. Gorney
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Daniel J. Gorney
President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Thomas G. Archbold
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Thomas G. Archbold
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
/s/ Stephen V. Ardia Director January 14, 2000
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Stephen V. Ardia
/s/ Dr. Justin Wernick Director January 14, 2000
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Dr. Justin Wernick
/s/ Thomas I. Altholz Director January 14, 2000
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Thomas I. Altholz
/s/ Kenneth Granat Director January 14, 2000
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Kenneth Granat
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THE LANGER BIOMECHANICS GROUP, INC.
FORM S-8 REGISTRATION STATEMENT
EXHIBIT INDEX
Number Description
4 The Langer Biomechanics Group, Inc. 1992 Stock Option Plan, as amended
through November 30, 1999.
5 Opinion and consent of Kaufman & Moomjian, LLC.
23.1 Consent of Kaufman & Moomjian, LLC (included in their opinion
filed as Exhibit 5).
23.2 Consent of Deloitte & Touche LLP (Independent Auditors).
THE LANGER BIOMECHANICS GROUP, INC.
1992 STOCK OPTION PLAN
(As amended through November 30, 1999)
1. Purpose of Plan
The purpose of this 1992 Stock Option Plan (the "Plan") is to further the
growth and development of The Langer Biomechanics Group, Inc. (the "Company") by
encouraging and enabling employees, including officers, and directors of, and
consultants and advisors to, the Company to obtain a proprietary interest in the
Company through the ownership of stock, thereby providing such persons with an
added incentive to continue in the employ or service of the Company and to
stimulate their efforts in promoting the growth, efficiency and profitability of
the Company, and affording the Company a means of attracting to its service
persons of outstanding quality.
2. Shares of Stock Subject to the Plan
Subject to the provisions of Section 12 hereof, an aggregate of 550,000
shares of the common stock, par value $.02 per share, of the Company ("Common
Stock") shall be reserved for issuance upon the exercise of options which may be
granted from time to time in accordance with the Plan. Such shares may be, in
whole or in part, as the Board of Directors of the Company ("Board of
Directors") shall from time to time determine, authorized but unissued shares or
issued shares which have been reacquired by the Company. If, for any reason, an
option shall lapse, expire or terminate without having been exercised in full,
the unpurchased shares underlying these options shall (unless the Plan shall
have been terminated) again be available for the purpose of the Plan.
3. Administration
(a) The Board of Directors shall administer the Plan and, subject to the
provisions of the Plan, shall have authority in its discretion to determine and
designate from time to time, those persons eligible for a grant of options under
the Plan, those persons to whom options are to be granted, the purchase price of
the shares covered by each option, the time or times at which options shall be
granted, and the manner in which said options are exercisable. In making such
determination, the Board of Directors may take into account the nature of the
services rendered by the respective persons, their present and potential
contributions to the Company's success and such other factors as the Board of
Directors in its sole discretion shall deem relevant. Subject to the express
provisions of the Plan, the Board of Directors shall also have authority to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to it, to determine the terms and provisions of the instruments by
which options shall be evidenced, which shall not be inconsistent with the terms
of the Plan, and to make all other determinations necessary or advisable for the
administration of the Plan, all of which determinations shall be final, binding
and conclusive.
(b) The Board of Directors may, in its discretion, in accordance with the
provisions of the Company's By-Laws, appoint from among its members a Stock
Option Plan Committee (the "Committee"). Such Committee shall be composed of
three or more directors and shall have and may exercise any and all of the
powers relating to the administration of the Plan and the grant of options
hereunder as are set forth above in Section 3(a), as the Board of Directors
shall confer and delegate. The Board of Directors shall have the power at any
time to f ill vacancies in, to change the membership of , or to discharge, such
Committee. The Committee shall select one of its members as its Chairman and
shall hold its meetings at such time and at such places as it shall deem
advisable. A majority of such Committee shall constitute a quorum and such
majority shall determine its action. The Committee shall keep minutes of its
proceedings and shall report the same to the Board of Directors at the meeting
next succeeding. No director or member of the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any
option granted thereunder.
4. Persons To Whom Shares May Be Granted
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Options may be granted to persons who are, at the time of the grant,
employees, including officers, or directors of, or consultants or advisors to,
the Company or any subsidiary corporation (as defined in Section 425 of the
Internal Revenue Code of 1986, as amended (the "Code"), and herein referred to
as "Subsidiary"), including part-time employees, as the Board of Directors (or
Committee) shall select from time to time from among those nominated by the
Board of Directors (or Committee). In addition, for purposes of this Plan,
options may only be granted to those consultants and advisors who shall render
bona fide services to the Company and such services must not be in connection
with the offer or sale of securities in a capital raising transaction. Subject
to the provisions hereinafter set forth, options granted under the Plan shall be
designated either (i) "Incentive Stock Options" (which term, as used herein,
shall mean options intended to be "incentive stock options" within the meaning
of Section 422A of the Code) or (ii) "Non-Incentive Stock Options" (which term,
as used herein, shall mean options not intended to be "incentive stock options"
within the meaning of Section 422A of the Code). Each option granted to a person
who is solely a director of the Company or a Subsidiary on the date of the grant
shall be designated a Non-Incentive Stock Option.
The Board of Directors (or Committee) may grant, at any time, new options
to a person who has previously received options whether such prior options are
still outstanding, have previously been exercised in whole or in part, have
expired, or are canceled in connection with the issuance of new options. The
purchase price of the new options may be established by the Board of Directors
(or Committee) without regard to the existing option price.
5. Option Price
(a) The purchase price of the Common Stock underlying each option shall be
determined by the Board of Directors (or Committee), which determination shall
be final, binding and conclusive; provided, however, that in no event shall the
purchase price of Incentive Stock Options be less than 100% of the fair market
value of the Common Stock on the date the option is granted. The purchase price
for Non-Incentive Stock Options may be less than 100% of the fair market value
of the Common Stock on the date the Option is granted. In determining such fair
market value, the Board of Directors (or Committee) shall consider (i) the
average between the highest and lowest selling prices of the Common Stock on the
date on which the option is granted (if such Common Stock is listed on a
national securities exchange); (ii) the closing bid prices as quoted by the
National Quotation Bureau or a recognized dealer in the Common Stock on the date
of grant (if such Common Stock is not listed on such an exchange); and (iii)
such other factors as the Board of Directors (or Committee) shall deem
appropriate or which may be relevant under applicable federal tax laws and
Internal Revenue rules and regulations. For purposes of the Plan, the date of
grant of an option shall be the date on which the Board of Directors (or
Committee) shall by resolution duly authorize such option.
(b) Notwithstanding any other provisions herein contained, with respect to
Incentive Stock Options, the aggregate fair market value (as defined above),
determined at the time the Incentive Stock Options are granted, of the common
stock with respect to which such incentive stock options are exercisable for the
first time by an employee during any calendar year shall not exceed $100,000.
Non-incentive stock options shall not be subject to the limitations of this
paragraph 5(b).
6. Exercise of Options
(a) Subject to the provisions set forth in Sections 9, 10, 11 and 12
hereof, no option shall be exercisable unless the holder thereof shall have been
an employee, including officer or director of the Company and/or a Subsidiary,
from the date of the granting of the option until the date of exercise. This
provision shall not be applicable to non-incentive options granted to
consultants or advisors of the Company.
(b) The number of shares which are issued pursuant to the exercise of an
option shall be charged against the maximum limitations on shares set forth in
Section 2 hereof.
(c) The exercise of an option shall be made contingent upon receipt by the
Company from the holder thereof of (i) a written representation and
acknowledgment that at the time of such exercise it is his then present
intention to acquire the option shares for investment and not with a view to
distribution or resale thereof, that he knows that the Company is not obligated
to register the shares and that the shares may have to be held indefinitely
unless an exemption from the registration requirements of the Securities Act of
1933, as amended (the "Act") , is available or the Company
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has registered the shares underlying the options, that the Company may
place a legend on the certificate(s) evidencing the shares reflecting the fact
that they were acquired for investment and cannot be sold or transferred unless
registered under the Act or unless counsel for the Company is satisfied that the
circumstances of the proposed transfer do not require such registration and (ii)
cash, or a check to its order, for the purchase price of such shares.
(d) The holder of an option shall have none of the rights of a shareholder
with respect to shares subject to the option until a certificate for such shares
has been issued to him upon the due exercise of the option.
7. Term of Options
The period during which each option granted hereunder shall be exercisable
shall be determined by the Board of Directors (or Committee); provided, however,
that no option shall be exercisable for a period exceeding ten (10) years from
the date the options are granted.
8. Non-Transferability of options
No option granted pursuant to this Plan shall be subject to anticipation,
sale, assignment, pledge, encumbrance, or charge or otherwise transferable
except by will or the laws of descent and distribution, or pursuant to a
qualified domestic relations order, as defined by the Code or Title I of the
Employee Retirement Income Security Act or the rules thereunder, and an option
shall be exercisable during the lifetime of the holder thereof only by such
holder.
9. Termination of Services
In the event that an employee, officer or director to whom an option has
been granted under the Plan shall cease to be an employee, officer or director
of the Company or a Subsidiary, by reason of a termination of such relationship
other than by reason of death, disability or retirement at age 65, such holder
may exercise such options prior to the expiration date of such Options or within
three months after the date of termination, whichever is earlier, but only to
the extent the holder had the right to exercise such options on the date of
termination. So long as such holder of an option shall continue to be in the
employ, or continue to be a director, of the Company or one or more of its
Subsidiaries, such holder's option shall not be affected by any change of duties
or position. Absence on leave approved by the employing corporation shall not be
considered an interruption of employment for any purpose under the Plan. The
granting of an option in any year shall not give the holder of the option any
rights to similar grants in future years or any right to be retained in the
employ or service of the Company or any of its Subsidiaries or interfere in any
way with the right of the Company or any such Subsidiary to terminate such
holder's employment or services at any time. Notwithstanding the foregoing, no
option may be exercised after ten years from the date of its grant.
10. Retirement or Disability of Holder of Option
If any employee, officer of director to whom an option has been granted
under the Plan shall cease to be an employee, officer or director of the Company
or a Subsidiary, by reason of disability or retirement at age 65, such holder
may exercise such option at any time prior to the expiration date of the option
or within three months (one year in the case of termination by reason of
disability) after the date of termination for such cause, whichever is earlier,
but only to the extent such holder had the right to exercise such option on the
date of termination. Notwithstanding the foregoing, no option may be exercised
after ten years from the date of its grant.
11. Death of Holder of Option
If any employee, officer or director to whom an option has been granted
under the Plan shall cease to be an employee, officer or director of the Company
or a Subsidiary by reason of death, or such holder of an option shall die within
three months after termination by reason of retirement at age 65, the option may
be exercised by the person or persons to whom such optionee's rights under the
option are transferred by will or by the laws of descent and distribution at any
time prior to the expiration date of the option or within three months from the
date of death, whichever is earlier, but only to the extent such holder of the
option had the right to exercise such option on the date
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of such termination. Notwithstanding the foregoing, no option may be
exercised after ten years from the date of its grant.
12. Adjustments Upon Changes in Capitalization
If the shares of Common Stock outstanding are changed in number, kind or
class by reason of a stock split, combination, merger, consolidation,
reorganization, reclassification, exchange or any capital adjustment, including
a stock dividend, or if any distribution is made to shareholders other than a
cash dividend, then
(i) the aggregate number and class of shares that may be issued or
transferred pursuant to Section 2,
(ii) the number and class of shares which are payable under outstanding
options, and
(iii) the purchase price to be paid per share under outstanding options,
shall be adjusted as hereinafter provided.
In the event of a liquidation of the Company, or a merger, reorganization,
or consolidation of the Company with any other corporation in which the Company
is not the surviving corporation or the Company becomes a wholly owned
subsidiary of another corporation, any unexercised options theretofore granted
under the Plan shall be deemed canceled unless the surviving corporation in any
such merger, reorganization or consolidation elected to assume the options under
the Plan or to issue substitute options in place thereof; provided, however,
that, notwithstanding the foregoing, if such options would otherwise be canceled
in accordance with the foregoing, the optionee shall have the right, exercisable
during a ten-day period ending on the fifth day prior to such liquidation,
merger or consolidation, to exercise the option in whole or in part. Adjustments
under this Section 12 shall be made in a proportionate and equitable manner by
the Board of Directors (or Committee), whose determination as to what
adjustments shall be made, and the extent thereof, shall be final, binding and
conclusive. In the event that a fraction of a share results from the foregoing
adjustment, said fraction shall be eliminated and the price per share of the
remaining shares subject to the option adjusted accordingly. The granting of an
option pursuant to this Plan shall not affect in any way the right or power of
the Company to make adjustments, reorganizations, reclassification, or changes
of its capital or business structure or to merge, consolidate, dissolve,
liquidate, or sell or transfer all or any part of its business or assets.
13. Vesting of Rights Under options
Nothing contained in this Plan or in any resolution adopted or to be
adopted by the Board of Directors (or Committee) or the shareholders of the
Company shall constitute the vesting of any rights under any option. The vesting
of such rights shall take place only when a written agreement shall be duly
executed and delivered by and on behalf of the Company to the person to whom the
option shall be granted.
14. Rights as a Shareholder
A holder of an option shall have no rights of a shareholder with respect to
any shares covered by his option until the date of issuance of a stock
certificate to him for such shares.
15. Termination and Amendment
The Board of Directors may, at any time, terminate or suspend this Plan or
make such modifications or amendments thereto as it shall deem advisable;
provided, however, that no termination, modification or amendment shall
adversely affect the rights of a holder of an option previously granted under
the Plan.
16. Modification. Extension and Renewal of Options
Subject to the terms and conditions and within the limitations of the Plan,
the Board of Directors may modify, extend or renew outstanding options granted
under the Plan, or accept the surrender of outstanding options (to the extent
not theretofore exercised) and authorize the granting of new options in
substitution therefor. Notwithstanding the
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foregoing, no modification of an option shall, without the consent of the
holder thereof, alter or impair any rights or obligations under any option
theretofore granted under the Plan.
17. Indemnification
In addition to such other rights of indemnification as they may have as
members of the Board of Directors (or Committee), the members of the Board of
Directors (or Committee) administering the Plan shall be indemnified by the
Company against reasonable expenses, including attorneys' fees, actually and
necessarily incurred in connection with the defense of any action, suit, or
proceeding, or in connection with any appeal therein, to which they or any of
them may be a party by reason of any action taken or failure to act under or in
connection with the Plan or any option granted thereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is approved
by independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any action, suit, or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit, or
proceeding that such member is liable for negligence or misconduct in the
performance of his duties, provided that within 60 days after institution of any
such action, suit, or proceeding, the member shall in writing offer the Company
the opportunity, at its own expense, to handle and defend the same.
18. Effective Date
The Plan shall become effective as of July 27, 1992, upon its approval by
the majority of the holders of all outstanding shares of common stock of the
Company entitled to vote thereon and shall terminate on the close of business on
July 26, 2002, and no option may be granted under the Plan thereafter, but such
termination shall not affect any option theretofore granted.
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KAUFMAN & MOOMJIAN, LLC
50 Charles Lindbergh Boulevard - Suite 206
Mitchel Field, New York 11553
January 14, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Langer Biomechanics Group, Inc.
Registration Statement on Form S-8
1992 Stock Option Plan, as amended
Dear Sirs/Madams:
We have acted as counsel to The Langer Biomechanics Group, Inc., a New
York corporation (the "Corporation"), in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), of 200,000 shares (the
"Shares") of the common stock, par value $.02 per share (the "Common Stock"), of
the Corporation, issuable under the Corporation's 1992 Stock Option Plan, as
amended (the "Plan"). In this regard, we have participated in the preparation of
a Registration Statement on Form S-8 (the "Registration Statement") relating to
the Shares and Plan.
We advise you that we have examined originals or copies, certified or
otherwise identified to our satisfaction, of (i) the Corporation's Certificate
of Incorporation, as amended to date, (ii) the Corporation's By-laws, as amended
to date, (iii) the records of corporate proceedings of the Corporation,
including, but not limited to, the Minutes of the Meeting of the Board of
Directors, held on November 30, 1998, at which time the Plan was approved and
200,000 additional shares of Common Stock were authorized and reserved for
issuance under the Plan and (iv) such other agreements, certificates,
instruments and documents, and we have made such examination of law, as we have
deemed appropriate as the basis for the opinions hereinafter expressed. In
making such examinations, we have assumed the genuiness of all signatures, the
authenticity of all documents presented to us as original documents, the
adequacy and legal sufficiency of the consideration being tendered to the
Corporation in exchange for the Shares and the conformity to authentic original
documents of documents presented to us as certified or photostatic copies.
Based upon and subject to the foregoing, we are of the opinion that
the Shares have been duly authorized, and, when issued and delivered in
accordance with the Plan and any applicable award agreement entered into
pursuant to the Plan, shall be validly issued, fully paid and non-assessable.
We hereby consent to be named in the Registration Statement and to the
filing of this opinion as Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ Kaufman & Moomjian, LLC
Kaufman & Moomjian, LLC
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The Langer Biomechanics Group, Inc. on Form S-8 of our report dated June 4, 1999
appearing in the Annual Report on Form 10-K of The Langer Biomechanics Group,
Inc. for the year ended February 28, 1999.
/s/ Deloitte & Touche LLP
Jericho, New York
January 13, 2000
