<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
<TABLE>
<S> <C> <C> <C>
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy / / Confidential, For Use of
Statement the Commission Only
(as permitted by
Rule 14a-6(e)(2)
/X/ Definitive Proxy Statement
/ / Definitive Additional
Materials
/ / Soliciting Material Under Rule 14a-12
THE LANGER BIOMECHANICS GROUP, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
</TABLE>
Payment of Filing Fee:
<TABLE>
<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
----------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
----------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
----------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------
/ / Fee paid previously with preliminary materials:
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a) (2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or
schedule and the date of its filing.
(1) Amount previously paid:
----------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
----------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------
</TABLE>
<PAGE>
THE LANGER BIOMECHANICS GROUP, INC.
450 COMMACK ROAD
DEER PARK, NEW YORK 11729
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS--AUGUST 2, 2000
------------------------
TO THE SHAREHOLDERS OF THE LANGER BIOMECHANICS GROUP, INC.:
Notice is hereby given that the Annual Meeting of Shareholders of The Langer
Biomechanics Group, Inc. (the "Company") will be held at the Company's offices
located at 450 Commack Road, Deer Park, New York 11729, on August 2, 2000 at
11:00 A.M., for the following purposes:
1. To elect a Board of Directors to serve until the next Annual Meeting of
Shareholders and until their successors are duly elected and qualified; and,
2. To transact such other business as may properly be presented for action at
the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on June 20, 2000 as
the record date for the determination of shareholders entitled to notice of, and
to vote at, this meeting or any adjournment thereof.
Holders of a majority of the outstanding shares must be present in person or
by proxy in order for the meeting to be held. WHETHER OR NOT YOU EXPECT TO
ATTEND THE ANNUAL MEETING, YOUR PROXY VOTE IS IMPORTANT. ACCORDINGLY, YOU ARE
REQUESTED TO MARK, SIGN AND DATE THE ENCLOSED PROXY FORM AND RETURN IT IN THE
ACCOMPANYING STAMPED ENVELOPE. The giving of such proxy will not affect your
right to revoke such proxy before it is exercised or to vote in person should
you later decide to attend the meeting.
All shareholders are cordially invited to attend this meeting.
By Order of the Board of Directors
[LOGO]
Dr. Justin Wernick
Secretary
July 3, 2000
IT IS IMPORTANT THAT THE ENCLOSED PROXY FORM BE COMPLETED
AND RETURNED PROMPTLY.
<PAGE>
THE LANGER BIOMECHANICS GROUP, INC.
450 COMMACK ROAD
DEER PARK, NEW YORK 11729
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 2, 2000
SOLICITATION AND REVOCATION OF PROXIES
This statement is furnished in connection with the solicitation by the Board
of Directors of The Langer Biomechanics Group, Inc., a New York corporation (the
"Company"), of proxies to be voted at the Annual Meeting of the Shareholders of
the Company to be held on August 2, 2000 at 11:00 A.M., at the Company's offices
located at 450 Commack Road, Deer Park, New York 11729, and any adjournments
thereof.
A form of proxy is enclosed for use at the meeting. The proxy may be revoked
by a shareholder at any time before it is voted by execution of a proxy bearing
a later date or by written notice to the Secretary before the meeting, and any
shareholder present at the meeting may revoke his proxy thereat and vote in
person if he so desires. When such proxy is properly executed and returned, the
shares it represents will be voted at the meeting in accordance with any
instructions noted thereon. If no direction is indicated, all shares represented
by valid proxies received pursuant to this solicitation (and not revoked prior
to exercise) will be voted FOR the election of the nominees of directors named
herein, and, as recommended by the Board of Directors, with regard to all other
matters or, if no such recommendation is given, in their own discretion.
The cost of soliciting proxies on behalf of the Board of Directors will be
borne by the Company. In addition to solicitation by mail, proxies may be
solicited by directors, officers or regular employees of the Company (who will
receive no extra compensation for these services) in person or by telephone or
telefax. The Company will also request brokerage houses, custodians, nominees
and fiduciaries to forward these proxy materials to the beneficial owners of the
common stock, par value $.02 per share, of the Company ("Common Stock") and will
reimburse such holders for their reasonable expenses in connection therewith.
The approximate date of mailing of this proxy statement is July 3, 2000.
Only shareholders of record at the close of business on June 20, 2000 will
be entitled to notice of, and to vote at, the Annual Meeting. At the close of
business on such record date the Company had outstanding 2,552,081 shares of
Common Stock. Each share entitles the holder thereof to one vote and a vote of
the majority of shares present, or represented, and entitled to vote at the
meeting is required to approve each proposal to be acted upon at the meeting.
All votes will be tabulated by the inspector of election appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions will be counted towards the
tabulation of votes cast on proposals presented to the shareholders and will
have the same effect as negative votes. Broker non-votes are counted towards a
quorum but are not counted for any purpose in determining whether a matter has
been approved.
NOMINATION AND ELECTION OF DIRECTORS
Four persons are nominees for election to hold office until the next annual
meeting and until their respective successors are elected and qualified. Unless
authority to vote for the election of directors shall have been withheld, it is
intended that proxies in the accompanying form will be voted at the meeting for
the election of the four nominees named below. If any nominees, for any reason
presently unknown to the Company, should refuse or be unable to serve, the
shares represented by the proxies will be voted for such person as shall be
designated by the Board of Directors to replace any such nominee.
<PAGE>
The following information is submitted concerning the nominees named for
election as directors based upon information received by the Company from such
person:
<TABLE>
<CAPTION>
DIRECTOR DIRECTOR
NOMINEE AGE OFFICE SINCE
----------------------------------- -------- ---------------------------------------------- --------
<S> <C> <C> <C>
Stephen V. Ardia................... 58 Chairman of the Board 1999
Kenneth Granat..................... 55 Director 1995
Dr. Justin Wernick................. 64 Chief Medical Director, Secretary and Director 1971
Thomas I. Altholz.................. 49 Director 1997
</TABLE>
Mr. Ardia has been Chairman of the Board of Directors of the Company since
January 1999 and has been a Director of the Company since November 1998. From
1969 to 1994, he was employed by Goulds Pumps, Inc., including most recently as
President and Chief Executive Officer. Goulds Pumps, Inc. is a Fortune 500
manufacturer of industrial and residential pumps. From 1995 to 1999, Mr. Ardia
was President at Environment One Corporation, a maker of advanced,
environmentally sensitive sewage collection systems. Mr. Ardia serves on the
Board of Directors of the New York College of Chiropractic Medicine.
Mr. Granat has been a Director of the Company since January 1995, including
serving as Chairman of the Board from January 1995 to January 1999. Since 1987,
he has been President of Active Screw and Fastener Inc., an Elk Grove Village,
Illinois company engaged in full line distribution of fasteners with plants in
Chicago, Illinois and Tucson, Arizona. Since 1991, he has also been Vice
President and a Director of Trigran Investments Inc., Deerfield, Illinois, the
general partner and investment advisor for Trigran Investments, L.P., a more
than 10 percent shareholder of the Company. Mr. Granat holds a J.D. from the
University of Illinois as well as a B.B.A. degree in Business from the
University of Michigan.
Dr. Wernick is a co-founder of the Company and has been Executive Vice
President (until July 1, 1997), Secretary and a Director of the Company since
its formation. Effective July 1, 1997, Dr. Wernick has been serving as Chief
Medical Director of the Company. In addition, since July 1997, Dr. Wernick has
been Medical Director of Eneslow Comfort Shoe Centers, a shoe retailer.
Dr. Wernick is a Diplomat of the American Board of Podiatric Orthopedics, a
Fellow of the American College of Foot Orthopedics and of the American Academy
of Podiatric Sports Medicine and a member of several other professional
societies. In 1975, he was the President of the Nassau County division, Podiatry
Society of the State of New York and was presented the Podiatrist of the Year
Award from that Society in that same year. Since 1969, he has held various
academic positions at the New York College of Podiatric Medicine and since 1979
has been serving as a professor with the Department of Orthopedic Sciences at
the New York College of Podiatric Medicine. He has guest lectured and directed
educational programs, both nationally and internationally, at many other
podiatric colleges and seminars during the past 20 years. He has co-authored a
book entitled "Practical Manual for a Basic Approach to Biomechanics" in 1972
and a report entitled "Radiologic Study of Motion of the Foot within a Ski Boot"
which was published in the Journal of the American Podiatry Association for
which he is also a corresponding consultant. Dr. Wernick received his podiatric
medical degree from M.J. Lewi College of Podiatry (now known as the New York
College of Podiatric Medicine).
Mr. Altholz has been a Director of the Company since June 1997. Mr. Altholz
has been President, owner and Chief Executive Officer of TIA Solutions, Highland
Park, Illinois, a business-consulting firm, since 1997. From 1980 to
November 1995, he was President and owner of Inlander Steindler Paper Company
(ISP), a paper distribution company with regional sales and warehousing centers
in the Midwest, which company was acquired by Alco Standard in November 1995. He
has served on several industry advisory Boards such as Minnesota Mining and
Manufacturing (3M) and Scott Paper, and was Chairman of Affiliated Paper
Companies. He is a member of the Board of Directors of Regal Ware, Inc., a
company engaged in manufacturing and marketing of housewares products, and
Northmoor Country Club and also is a member of the Board of Trustees of Ripon
College. Mr. Altholz received his B.A. in Economics from Ripon College in Ripon,
Wisconsin.
2
<PAGE>
The Board of Directors held three meetings during the fiscal year ended
February 29, 2000. Each Director attended all of these meetings.
While the Company has an Audit Committee, there are no Nominating or
Compensation Committees. The Audit Committee's function is to review the
adequacy of the Company's internal controls, oversee the financial reporting
process and to meet periodically with management and independent auditors. The
Committee, which currently consists of Messrs. Ardia, Granat and Altholz, met
once during fiscal 2000.
BENEFICIAL OWNERSHIP OF THE COMPANY'S SECURITIES
The following table sets forth, as of June 20, 2000, the shares of Common
Stock owned beneficially and of record (unless otherwise indicated) by each
person owning more than five percent (5%) of the outstanding shares, each
director and director nominee of the Company, each executive officer of the
Company named in the Summary Compensation Table below (excluding one officer who
is no longer employed by the Company) and all directors and officers of the
Company as a group.
<TABLE>
<CAPTION>
NUMBER OF
NAME (AND ADDRESS OF 5% HOLDERS) SHARES OWNED PERCENT
-------------------------------- ------------ --------
<S> <C> <C>
KENNETH GRANAT....................................... 775,353(1) 29.4%
155 Pfingsten, Suite 360
Deerfield, Illinois 60015
DONALD CECIL......................................... 248,553 9.7%
1114 Avenue of the Americas
New York, New York 10036
DR. JUSTIN WERNICK................................... 224,867 8.8%
450 Commack Road
Deer Park, New York 11729
STEPHEN V. ARDIA..................................... 116,333(2) 4.5%
DANIEL J. GORNEY..................................... 40,000(3) 1.6%
THOMAS I. ALTHOLZ.................................... 49,500(4) 1.9%
ALL DIRECTORS AND OFFICERS AS A GROUP (7 PERSONS).... 1,215,053(6) 44.7%
</TABLE>
------------------------
(1) Includes 85,000 shares issuable under outstanding stock options exercisable
within sixty days and 620,953 held by Trigran Investments LP. Mr. Granat is
a Director and Vice President of the general partner of Trigran Investments,
LP. An additional 30,000 shares are owned by the Granat Family Limited
Partnership of which Mr. Granat is a general partner and 10,400 shares are
owned by a trust of which Mr. Granat is a beneficiary. Mr. Granat also owns
29,000 shares personally.
(2) Includes 50,000 shares issuable under outstanding stock options exercisable
within sixty days.
(3) Includes 20,000 shares issuable under outstanding stock options exercisable
within sixty days.
(4) Includes 5,000 shares issuable under outstanding stock options exercisable
within sixty days.
(5) Includes 169,000 shares issuable under outstanding stock options exercisable
within 60 days.
The Company is not aware of any late filings of, or failures to file, during
the fiscal year ended February 29, 2000, the reports required by Section 16(a)
of the Exchange Act of 1934.
3
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding the cash
compensation paid by the Company during each of the Company's last three fiscal
years to the Company's Chief Executive Officer and to each of the Company's
executive officers who received salary and bonus payments in excess of $100,000
during the last fiscal year (the "named executive officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM
--------------------------------- COMPENSATION
NAME AND FISCAL SALARY BONUS OTHER OPTIONS
PRINCIPAL POSITIONS YEAR $ $ $ (NO. OF SHARES)
------------------------------------------ -------- -------- -------- -------- ---------------
<S> <C> <C> <C> <C> <C>
Daniel J. Gorney.......................... 2000 158,830(1) (3) 25,000
President and Chief Executive Officer 1999 34,663 (3) 15,000
Gary L. Grahn............................. 1999 160,000 64,000 26,666(2)
Former President and 1998 160,000 53,440 (3)
Chief Executive Officer
</TABLE>
------------------------
(1) Mr. Gorney's employment commenced on November 30, 1998.
(2) Mr. Grahn's employment was terminated in December 1999; other compensation
of $26,666 represents severance pay and other minor non-disclosed items that
are less than 10% of total annual salary and bonus.
(3) Less than 10% of the total annual salary and bonus.
OPTION GRANTS IN LAST FISCAL YEAR
Option grants during the fiscal year ended February 29, 2000 to the two
named executive officers were as follows:
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
INDIVIDUAL GRANTS ANNUAL RATES OF
------------------------------------------------------------------ STOCK PRICE
NUMBER OF SECURITIES PERCENT OF TOTAL APPRECIATION FOR
UNDERLYING OPTIONS OPTIONS GRANTED EXERCISE OR OPTION TERM (1)
GRANTED TO EMPLOYEES IN BASE PRICE EXPIRATION ---------------------
NAME (#) FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
---- -------------------- ---------------- ----------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Daniel J. Gorney........... 25,000 23.8 $1.50 5/18/09 $23,584 $59,675
Gary L. Grahn.............. -- -- -- -- -- --
</TABLE>
------------------------
(1) The potential realizable value portion of the foregoing table illustrates
value that might be received upon exercise of the options immediately prior
to the expiration of their term, assuming the specified compounded rates of
appreciation on the Company's common stock over the term of the options.
These numbers do not take into account provisions of certain options
providing for termination of the option following termination of employment.
4
<PAGE>
FISCAL YEAR-END OPTION VALUES
The table below sets forth information regarding unexercised options held by
the Company's named executive officers as of February 29, 2000. No options were
exercised by the Company's named executive officers during fiscal 2000.
<TABLE>
<CAPTION>
NO. OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
FISCAL YEAR END AT FISCAL YEAR END
EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
NAME # $(1)
---- ---------------------------- -------------------------
<S> <C> <C>
Daniel J. Gorney................................. 20,000/80,000 9,425/37,700
Gary L. Grahn.................................... -/- -/-
</TABLE>
------------------------
(1) The closing bid price per share of Common Stock as reported by NASDAQ on
February 29, 2000 was $1.69. Value is calculated on the difference between
the option exercise price of in-the-money options and $1.69 multiplied by
the number of shares of Common Stock underlying the option.
COMPENSATION OF DIRECTORS
Directors, who are not executive officers of the Company, are expected to be
compensated by means of the issuance of Common Stock. In this connection, the
Board of Directors authorized a grant of 4,000 shares of Common Stock at the
May 12, 2000 Board meeting. Directors are also reimbursed for their
out-of-pocket expenses in connection with the attendance of Board of Directors
meetings.
EMPLOYMENT AGREEMENTS
None of the named executive officers have an employment agreement with the
Company.
SHAREHOLDER PROPOSALS
Shareholders proposals for action at the Company's 2001 Annual Meeting of
Shareholders must be submitted in writing to the Company no later than
March 10, 2001 in order that they may be considered for inclusion in the proxy
statement and form of proxy related to that meeting. Shareholders who intend to
present a proposal at the Company's 2001 Annual Meeting of Shareholders without
inclusion of such a proposal in the Company's proxy materials are required to
provide notice of such proposal to the Company no later than May 20, 2001. The
Company reserves the right to reject, rule out of order, or take appropriate
action with respect to any proposal that does not comply with these and other
applicable requirements.
INDEPENDENT AUDITORS
The Company's auditors for the year ending February 29, 2000 were
Deloitte & Touche LLP. The Company annually reviews the selection of its
independent auditors and no selection has been made for the current year. A
representative of Deloitte & Touche LLP is expected to be present at the Annual
Meeting to make a statement if he wishes to do so and to respond to appropriate
shareholder questions.
ANNUAL REPORT TO SHAREHOLDERS
All shareholders of record have been sent, or are concurrently herewith
being sent, a copy of the Company's Annual Report to Shareholders for the year
ended February 29, 2000, which includes audited consolidated financial
statements.
5
<PAGE>
OTHER MATTERS
The Board of Directors of the Company does not know of any other matters
that are to be presented for action at the Annual Meeting. Should any other
matters come before the meeting or any adjournments thereof, the persons named
in the enclosed proxy will have the discretionary authority to vote all proxies
received with respect to such matters in accordance with their judgements.
A copy of the Company's Annual Report on Form 10-K, as filed with the
Securities and Exchange Commission (exclusive of exhibits), will be furnished
without charge to any shareholder upon written request to Thomas G. Archbold,
Vice President and Chief Financial Officer, 450 Commack Road, Deer Park, New
York 11729.
By Order of the Board of Directors
[LOGO]
Dr. Justin Wernick
Secretary
Deer Park, New York
July 3, 2000
SHAREHOLDERS ARE URGED TO SPECIFY THEIR CHOICES, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. PROMPT RESPONSE IS HELPFUL AND YOUR
COOPERATION WILL BE APPRECIATED.
6
