As filed with the Securities and Exchange Commission on January 10, 2001
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Schedule TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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The Langer Biomechanics Group, Inc.
(Name of Subject Company (Issuer))
OrthoStrategies Acquisition Corp.
OrthoStrategies, Inc.
(Name of Filing Persons (Offeror))
COMMON STOCK, $.02 PAR VALUE
(Title of Class of Securities)
515-707-10-7
(CUSIP Number of Class of Securities)
Andrew H. Meyers
President
OrthoStrategies, Inc.
31 The Birches
Roslyn Estates, New York 11576
(516) 481-9178
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
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with a copy to:
Lawrence Levinson, Esq.
Herrick, Feinstein LLP
2 Park Avenue
New York, New York 10016
(212) 592-1400
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Calculation of Filing Fee
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Transaction valuation (1) Amount of filing fee
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$2,988,826 $597.77
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(1) Based on the offer to purchase a maximum of 1,959,886 shares of common
stock of The Langer Biomechanics Group, Inc. at a purchase price of $1.525
per share.
|_| Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
|_| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
|X| third-party tender offer subject to Rule 14d-1.
|_| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: |_|
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<PAGE>
This Tender Offer Statement on Schedule TO relates to the commencement by
OrthoStrategies Acquisition Corp., a New York corporation ("Purchaser") and
wholly-owned subsidiary of OrthoStrategies, Inc., a New York corporation
("OrthoStrategies"), of its offer to purchase a maximum of 1,959,886 shares of
common stock, par value $.02 per share (the "Shares"), of The Langer
Biomechanics Group, Inc., a New York corporation ("Langer"), at a price of
$1.525 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated January 10, 2001 (the
"Offer to Purchase"), a copy of which is attached hereto as Exhibit (a)(1), and
in the related Letter of Transmittal, a copy of which is attached hereto as
Exhibit (a)(2).
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby incorporated by reference in response to all the
items of this Schedule TO.
Item 12. Exhibits.
The following are attached as exhibits to this Schedule TO:
Exhibit (a)(1) Offer to Purchase, dated January 10, 2001.
Exhibit (a)(2) Letter of Transmittal.
Exhibit (a)(3) Notice of Guaranteed Delivery.
Exhibit (a)(4) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
Exhibit (a)(5) Form of Letter to brokers, dealers, commercial banks,
trust companies and other nominees.
Exhibit (a)(6) Form of Letter to be used by brokers, dealers,
commercial banks, trust companies and other nominees
to their clients.
Exhibit (a)(7) Summary newspaper advertisement, dated January 10,
2001, as published in The New York Times.
Exhibit (b) None.
Exhibit (d)(1)(A) Tender Offer Agreement, dated as of December 28,
2000, between OrthoStrategies, OrthoStrategies
Acquisition Corp. ("Purchaser") and Langer
Exhibit (d)(1)(B) Shareholders Agreement, dated as of December 28,
2000, among OrthoStrategies, Purchaser, Langer,
Kenneth Granat, Stephen V. Ardia, Justin Wernick,
Thomas I. Altholz, Donald Cecil, Daniel J. Gorney,
Trigran Investments, L.P., Kenneth Granat 1990 Family
Trust and The Granat Family Limited Partnership.
Exhibit (d)(1)(C) Form of Option Agreement between Langer and
OrthoStrategies
Exhibit (d)(1)(D) Form of Registration Rights Agreement between Langer
and OrthoStrategies
Exhibit (d)(1)(E) Form of Employment Agreement between Langer and
Andrew H. Meyers
Exhibit (d)(1)(F) Option Agreement, dated as of December 28, 2000,
between Langer and Andrew H. Meyers
Exhibit (d)(1)(G) Form of Consulting Agreement between Langer and
Kanders & Company, Inc.
Exhibit (d)(1)(H) Form of Option Agreement between Langer and Kanders &
Company, Inc.
Exhibit (d)(1)(I) Form of Registration Rights Agreement between Langer
and Kanders & Company, Inc.
Exhibit (d)(1)(J) Form of Indemnification Agreement between Langer and
Kanders & Company, Inc.
Exhibit (d)(1)(K) Letter Agreement dated as of December 28, 2000, among
OrthoStrategies, OrthoStrategies Acquisition Corp.,
Langer and Stephen V. Ardia, Thomas I. Altholz,
Justin Wernick and Kenneth Granat
Exhibit (d)(1)(L) Commitment Letter, dated as of December 28, 2000,
between OrthoStrategies, Purchaser, Andrew H. Meyers,
Greg Nelson and Kanders & Company, Inc.
Exhibit (d)(1)(M) Guaranty, dated as of December 28, 2000, of Andrew H.
Meyers
Exhibit (d)(1)(N) Form of Lock-Up Agreement between Andrew H. Meyers,
Kanders & Company, Inc. and Langer
Exhibit (d)(2)(O) Letter Agreement, dated as of December 28, 2000,
between Langer and Daniel Gorney
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<PAGE>
Exhibit (d)(1)(P) Letter Agreement, dated as of December 28, 2000,
between Langer and Thomas Archbold
Exhibit (d)(1)(Q) Letter Agreement, dated as of December 28, 2000,
between Langer and Ronald J. Spinelli
Exhibit (d)(1)(R) Assignment of Rights Agreement, dated December 28,
2000, among OrthoStrategies, Andrew H. Meyers, Greg
Nelson and Kanders & Company, Inc.
Exhibit (d)(1)(S) Best Efforts Agreement among OrthoStrategies, Andrew
H. Meyers, Greg Nelson and Kanders & Company, Inc.
Exhibit (d)(1)(T) Loan Enhancement Agreement, dated December 28, 2000,
among Andrew H. Meyers, Kanders & Company Inc. and
Langer Partners, LLC.
Exhibit (d)(2) None.
Exhibit (d)(3) None
Exhibit (d)(4) None
Exhibit (d)(10) None
Exhibit (g) None.
Exhibit (h) None.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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<PAGE>
SIGNATURE
After due 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.
Date: January 10, 2001 OrthoStrategies Acquisition Corp.
By: /s/ Andrew H. Meyers
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Name: Andrew H. Meyers
Title: President
Date: January 10, 2001 OrthoStrategies, Inc.
By: /s/ Andrew H. Meyers
-----------------------------
Name: Andrew H. Meyers
Title: President
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