SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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. ___)*
The Langer Biomechanics Group, Inc.
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(Name of Issuer)
Common Stock, $.02 par value
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(Title of Class of Securities)
515707107
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(CUSIP Number)
Copy to:
Daniel J. Gorney Gary T. Moomjian, Esq.
19 Queens Lane Kaufman & Moomjian, LLC
Queensbury, New York 12804 Suite 206
(518) 798-4008 500 Charles Lindbergh Blvd.
Mitchel Field, NY 11553
(516) 222-5100
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 28, 2000
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(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
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*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).
<PAGE>
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CUSIP NO. 515707107 13D Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Daniel J. Gorney
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUNBER OF 40,000
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
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OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
40,000
REPORTING ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
WITH None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
* SEE INSTRUCTIONS BEFORE FILLING OUT! *
ITEM 1. SECURITY AND ISSUER
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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
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(a) This schedule is being filed on behalf of Daniel J. Gorney.
(b) Mr. Gorney's residence address is 19 Queens Lane, Queensbury, New
York 12804.
(c) Mr. Gorney is the President and Chief Executive Officer of the
Issuer.
(d)-(e) During the last five years, Mr. Gorney 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.
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Mr. Gorney 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. Gorney, certain other shareholders of the
Issuer (together with Mr. Gorney, hereinafter referred to as the "Shareholders")
and OrthoStrategies Acquisition Corp. ("Purchaser") (the "Shareholders
Agreement"). Pursuant to the Shareholders Agreement, as an inducement to
OrthoStrategies 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.
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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 Purchasers' efforts to effect the tender offer.
Pursuant to the Shareholders Agreement, Mr. Gorney has agreed to
tender all of his shares of Common Stock into the Offer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
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(a) Mr. Gorney is currently the beneficial owner of 40,000
shares of Common Stock, 20,000 of which are issuable under
outstanding stock options exercisable within sixty days.
Page 3 of 5 Pages
<PAGE>
(b) Except as may be provided otherwise in the Shareholders
Agreement described in Item 6 below, Mr. Gorney has sole voting
power and sole dispositive power with respect to the 20,000
shares of Common Stock owned by him and the 20,000 shares of
Common Stock he has the right to receive upon exercise of
outstanding stock options and payment therefor.
(c) No transactions in the Common Stock were effected by Mr. Gorney
during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
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TO SECURITIES OF THE ISSUER.
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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.
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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
<PAGE>
SIGNATURE
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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 9, 2001 /s/ Daniel J. Gorney
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Date Daniel J. Gorney
