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SEC Company Response from LANGER INC (CIK 0000725460) — Jun 7, 2005

LANGER INC (CIK 0000725460)
Date: June 7, 2005 · CIK: 0000725460 · Accession: 0001047469-05-016693

AI Filing Summary & Sentiment

File numbers found in text: 333-120718

Date
June 3, 2005
Author
PIPER JAFFRAY & CO.
Form
CORRESP
Company
LANGER INC (CIK 0000725460)

Letter

Re:

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LANGER, INC. 450 Commack Road Deer Park, New York 11729-4510 (631) 667-1200

June 7,

VIA EDGAR and Facsimile

Securities and Exchange Commission

Washington, D.C. 20549

Langer, Inc.—Request for Acceleration of Effectiveness

Amendment No. 7 to Registration Statement on Form S-1

Filed June 3, 2005

File No. 333-120718

Ladies and Gentlemen:

Pursuant to the applicable rules under the Securities Act of 1933, as amended (the "Securities Act"), the undersigned hereby respectfully request that the effective date of the above-captioned Registration Statement be accelerated to 4:00 P.M. on June 9, 2005 or as soon thereafter as practicable.

The Company confirms that it is aware of its responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as they relate to the issuance of common stock covered by the Registration Statement.

The Company hereby acknowledges the following:

•should the Securities Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

/s/ JOSEPH P. CIAVARELLA Joseph P. Ciavarella

Chief Financial Officer and Vice President

PIPER JAFFRAY & CO 800 Nicollett Mall Main Station J10N01 Minneapolis, MN 55402-7020

June 7,

BY FAX AND EDGAR

(202) 772-9367

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, DC 20549

Attention: Adélaja K. Heyliger

Re:Langer, Inc.—Form S-1 Registration Statement (File No. 333-120718)

Ladies and Gentlemen:

Pursuant to Rule 461, the undersigned Representatives of the several Underwriters hereby join in the request of Langer, Inc. that the effective date of the above-referenced Registration Statement be accelerated so that the Registration Statement, as then amended, will become effective under the Securities Act of 1933, as amended, at 4:00 p.m., Washington, D.C. time, on June 9, 2005 or as soon thereafter as practicable.

Pursuant to Rules 418(a)(7), 460 and 15c2-8 regarding the distribution of preliminary prospectuses, we hereby advise the Commission as follows:

(i)A Preliminary Prospectus dated May 25, 2005 (the "Preliminary Prospectus") was distributed; no preliminary prospectuses of a different date were distributed.

(ii)The distribution of the Preliminary Prospectus commenced on May 26, 2005.

(iii)A total of 5,800 copies of the Preliminary Prospectus were distributed to three prospective underwriters and dealers.

(iv)A total of 1,425 copies of the Preliminary Prospectus were distributed to 450 institutions.

(v)A total of 2,100 copies of the Preliminary Prospectus were distributed to individuals and others.

The Representatives are aware of their obligations under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. In the normal course, the Representatives comply with the provisions of Rule 15c2-8.

The Corporate Financing Department of the National Association of Securities Dealers, Inc. has advised us that it will raise no objections with regard to the fairness and reasonableness of the underwriting terms and arrangements as proposed in the Registration Statement and the underwriting documents previously filed with the Corporate Financing Department. You may confirm this

information by calling Brian J. Stallings of the National Association of Securities Dealers, Inc. at (240) 386-4623.

Very truly yours,
PIPER JAFFRAY & CO.

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CORRESP
1
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LANGER, INC.
  450 Commack Road
  Deer Park, New York 11729-4510
  (631) 667-1200

June 7,
2005

VIA EDGAR and Facsimile

Securities
and Exchange Commission

Washington, D.C. 20549

Re:

Langer, Inc.—Request for Acceleration of Effectiveness

Amendment No. 7 to Registration Statement on Form S-1

Filed June 3, 2005

File No. 333-120718

Ladies
and Gentlemen:

        Pursuant
to the applicable rules under the Securities Act of 1933, as amended (the "Securities Act"), the undersigned hereby respectfully request that the effective date of the
above-captioned Registration Statement be accelerated to 4:00 P.M. on June 9, 2005 or as soon thereafter as practicable.

        The
Company confirms that it is aware of its responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as they relate to the issuance of common stock
covered by the Registration Statement.

        The
Company hereby acknowledges the following:

•should
the Securities Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

•the
action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

•the
Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Very truly yours,

/s/  JOSEPH P. CIAVARELLA       Joseph P. Ciavarella

Chief Financial Officer and Vice President

PIPER JAFFRAY & CO
  800 Nicollett Mall
  Main Station J10N01
  Minneapolis, MN 55402-7020

June 7,
2005

BY
FAX AND EDGAR

(202) 772-9367

Securities
and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, DC 20549

Attention: Adélaja K. Heyliger

Re:Langer, Inc.—Form S-1
Registration Statement (File No. 333-120718)

Ladies
and Gentlemen:

        Pursuant
to Rule 461, the undersigned Representatives of the several Underwriters hereby join in the request of Langer, Inc. that the effective date of the above-referenced
Registration Statement be accelerated so that the Registration Statement, as then amended, will become effective under the
Securities Act of 1933, as amended, at 4:00 p.m., Washington, D.C. time, on June 9, 2005 or as soon thereafter as practicable.

        Pursuant
to Rules 418(a)(7), 460 and 15c2-8 regarding the distribution of preliminary prospectuses, we hereby advise the Commission as follows:

(i)A
Preliminary Prospectus dated May 25, 2005 (the "Preliminary Prospectus") was distributed; no preliminary
prospectuses of a different date were distributed.

(ii)The
distribution of the Preliminary Prospectus commenced on May 26, 2005.

(iii)A
total of 5,800 copies of the Preliminary Prospectus were distributed to three prospective underwriters and dealers.

(iv)A
total of 1,425 copies of the Preliminary Prospectus were distributed to 450 institutions.

(v)A
total of 2,100 copies of the Preliminary Prospectus were distributed to individuals and others.

        The
Representatives are aware of their obligations under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. In the normal course, the
Representatives comply with the provisions of Rule 15c2-8.

        The
Corporate Financing Department of the National Association of Securities Dealers, Inc. has advised us that it will raise no objections with regard to the fairness and
reasonableness of the underwriting terms and arrangements as proposed in the Registration Statement and the underwriting documents previously filed with the Corporate Financing Department. You may
confirm this

1

information
by calling Brian J. Stallings of the National Association of Securities Dealers, Inc. at (240) 386-4623.

Very truly yours,

PIPER JAFFRAY & CO.

RYAN BECK & CO.

WM SMITH SECURITIES, INCORPORATED
 as the Representatives of the Several Underwriters

BY:

PIPER JAFFRAY & CO.

By:

/s/  ROD O'NEILL       Name:  Roderick J. O'Neill

Title:    Managing Director

2

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LANGER, INC. 450 Commack Road Deer Park, New York 11729-4510 (631) 667-1200

PIPER JAFFRAY & CO 800 Nicollett Mall Main Station J10N01 Minneapolis, MN 55402-7020