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
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CORRESP
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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
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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
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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