SEC Company Response from LANGER INC (CIK 0000725460) — Jun 3, 2005
LANGER INC (CIK 0000725460)
Date: June 3, 2005 · CIK: 0000725460 · Accession: 0001047469-05-016419
AI Filing Summary & Sentiment
File numbers found in text: 333-120718
Letter
VIA EDGAR Securities and Exchange Commission Attention: Peggy A. Fisher—Assistant Director Langer, Inc. Amendment Nos. 5 and 6 to Registration Statement on Form S-1 Filed May 24, 2005 and May 25, 2005 File No. 333-120718
Dear Ms. Fisher:
On behalf of Langer, Inc. ("Langer" or the "Company"), we hereby submit in electronic format to the Securities and Exchange Commission (the "Commission"), pursuant to the Securities Act of 1933, as amended (the "Act"), and Regulation S-T, the Company's responses to the Staff's comments contained in the Commission's letter of comments (the "Staff Letter") dated May 26, 2005.
The Company's responses to the Staff Letter are set forth on Schedule A hereto and have been listed in the order of the comments from the Staff Letter.
Please feel free to contact me at (212) 519-5115, with any questions regarding the foregoing.
Very truly yours,
Steven E. Cohen
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Letterhead of Kane Kessler, P.C.
1350 Avenue of the Americas, 26th Floor
New York, New York 10019
June 3, 2005
VIA EDGAR
Securities
and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Attention: Peggy A. Fisher—Assistant Director
Re:
Langer, Inc.
Amendment Nos. 5 and 6 to Registration Statement on Form S-1
Filed May 24, 2005 and May 25, 2005
File No. 333-120718
Dear Ms. Fisher:
On
behalf of Langer, Inc. ("Langer" or the "Company"), we hereby submit in electronic format to the Securities and Exchange Commission (the "Commission"), pursuant to the
Securities Act of 1933, as amended (the "Act"), and Regulation S-T, the Company's responses to the Staff's comments contained in the Commission's letter of comments (the "Staff
Letter") dated May 26, 2005.
The
Company's responses to the Staff Letter are set forth on Schedule A hereto and have been listed in the order of the comments from the Staff Letter.
Please
feel free to contact me at (212) 519-5115, with any questions regarding the foregoing.
Very truly yours,
Steven E. Cohen
Enclosure
Schedule A
Form S-1
General
1.Reconcile the disclosure on page 23, which states that you have 4,950,676 shares subject to lock-up agreements, with that on page 96, which states
that you have 4,206,612 shares subject to lock-up agreements.
The
Company's disclosure on page 23, reflects shares of the Company's common stock held by holders that have entered into lock-up agreements as well as waivers with respect to previously
granted demand and/or piggyback registration rights, while the Company's disclosure on page 96, reflects only shares of the Company's common stock held by holders that have entered into
lock-up agreements.
Legality Opinion
2.We note the last sentence with the limitation that the opinion "speaks only as of the date hereof..." Given this limitation, file an amendment that includes a
legality opinion dated as of the date of effectiveness.
The
Company has revised the S-1 to include a revised legality opinion from Kane Kessler, P.C. which does not include the limitation that the opinion "speaks only as of the date hereof...".
Please see the marked change contained in revised Exhibit 5.1.
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Schedule A