Attached files
file | filename |
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EX-10.27 - LAKELAND INDUSTRIES INC | v176896_ex10-27.htm |
EX-10.30 - LAKELAND INDUSTRIES INC | v176896_ex10-30.htm |
EX-10.26 - LAKELAND INDUSTRIES INC | v176896_ex10-26.htm |
EX-10.29 - LAKELAND INDUSTRIES INC | v176896_ex10-29.htm |
EX-10.24 - LAKELAND INDUSTRIES INC | v176896_ex10-24.htm |
EX-10.25 - LAKELAND INDUSTRIES INC | v176896_ex10-25.htm |
EX-10.28 - LAKELAND INDUSTRIES INC | v176896_ex10-28.htm |
EX-10.23 - LAKELAND INDUSTRIES INC | v176896_ex10-23.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 2
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 13, 2008
Lakeland
Industries, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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0-15535
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13-3115216
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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701 Koehler Avenue, Suite 7,
Ronkonkoma, New York 11779-7410
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (631)
981-9700
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR
240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
1
EXPLANATORY
NOTE
As
reported in a current report on Form 8-K filed by Lakeland Industries, Inc.
(“Lakeland”), on May 15, 2008, and amended on July 25, 2008, on May 13, 2008
Lakeland completed the acquisition of Qualytextil, S.A. (“Qualytextil”).
Pursuant to Item 9.01, this Form 8-K/A (amendment 2) amends Form 8-K/A
(amendment 1) and is being filed in order to revise the Independent Auditors
Report filed as exhibit 10.23 on July 25, 2008. In accordance with Securities
Exchange Act Rule 12b-15, the complete text of Items 2.01 and 9.01 as amended
are set forth below.
2
Item 2.01
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Completion of
Acquisition or Disposition of
Assets.
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On May 13, 2008, Lakeland completed the
acquisition of Qualytextil and the other transactions contemplated by the Stock
Purchase Agreement. In connection with the closing of such
acquisition, a total of R$6.3 million (USD$3.9 million) was used to repay
outstanding debts of Qualytextil, R$7.8 million (USD$4.8 million) was retained
in the various escrow funds as described, and the balance of R$7.7 million
(USD$4.7 million) was paid to the Sellers at closing. In accordance
with the Stock Purchase Agreement, the funds from the Purchase Price, after the
repayment of the outstanding debts of Qualytextil have been funded, will then
have several “retained amounts” held in escrow for varying
periods. For purposes of the Stock Purchase Agreement, “retained
amounts” mean the aggregate of: (i) up to R$649,000 (USD $395,000) to satisfy
indemnification obligations under the Stock Purchase Agreement regarding certain
contingencies of Qualytextil, which funds will remain in escrow for five (5)
years or upon expiration of the statute of limitations applicable to such
contingencies (whichever occurs first) and will only be released by mutual
agreement between the parties to the Stock Purchase Agreement (the “Parties”);
(ii) the amounts of R$355,369 (USD $216,030) corresponding to 10% of the
receivables and R$268,874 (USD $163,449), corresponding to 10% of the stocks of
Qualytextil both on December 31, 2007, to satisfy indemnification regarding
contingencies of Qualytextil, which funds will remain in escrow for a period of
(a) six (6) months with respect to the receivables, and (b) one (1) year with
respect to the stocks, and will only be released by mutual agreement between the
Parties; (iii) 10% of the Purchase Price to satisfy indemnifications for unknown
contingencies, representations and warranties, including but not limited to any
tax issues, which funds will remain in escrow for the period of two (2) years
from the Closing Date, and will only be released by mutual agreement between the
Parties; and (iv) 20% of the Purchase Price, which funds shall remain in escrow
until the 2008 EBITDA is determined, in order to satisfy the payment of
potential 2008 Adjusted Purchase Price. The above USD equivalents were
calculated based on the actual exchange rate on the date of the funds transfer
of BRL1.645/$1 USD.
A copy of
the Company’s press release announcing completion of the acquisition was
attached as Exhibit 99 to the Company’s initial 8-K filed on May 15, 2008 and is
incorporated by reference herein.
Item
9.01
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Financial
Statements and Exhibits.
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(a)
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Financial
Statements of Business Acquired.
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The
following historical financial information of Qualytextil, S.A. is attached to
this Current Report and is incorporated by reference in this Item
9.01:
Exhibit
Number
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||||
Independent
Auditors’ Report
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10.23 | |||
Balance
Sheets as of April 30, 2008 and December 31, 2007
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—— | |||
Statements
of Profit and Loss for the period and year
ended April 30, 2008 and December 31, 2007
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—— | |||
Statements
of Changes in Shareholders’ Equity for the period and year ended on April
30, 2008 and December 31, 2007
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—— | |||
Statements
of Changes in Sources and Uses of Funds for the period and year ended on
April 30, 2008 and December 31, 2007
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—— | |||
Statements
of Cash Flows for the period and year ended on April 30, 2008 and December
31, 2007
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—— |
3
The above
historical financial information has been prepared in accordance with generally
accepted accounting principles adopted in Brazil, based on the Corporation Law,
and the accounting procedures issued by CVM – Comissão de Valores Mobiliários
(Brazilian Exchange Commission) and IBRACON – Instituto dos Auditores
Independentes do Brasil (the Brazilian Independent Auditors
Institute).
On
December 28, 2007, Brazil enacted the law 11,638/07 which changed several
aspects of Law 6,404 (Publicity Traded Company) effective beginning in 2008, in
order to adjust accounting practices adopted in Brazil to the International
Financial Reporting Standards (IFRS).
None of
the financial statements contained herein have been prepared in compliance with
IFRS.
The
following Balance Sheets as of December 31, 2007 and April 30, 2008 and
Statements of Income for the year and the four months then ended are also
presented below as converted to US dollars (“USD”) and reconciled to accounting
principles generally accepted in the United States of America (“U.S. GAAP”). The
unaudited condensed Statement of Income for the three months ended April 30,
2008 for Qualytextil, S.A. was prepared from internal information.
(b)
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Pro
Forma Financial Information.
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The
following unaudited proforma financial information is attached to this Current
Report and is incorporated by reference in this Item 9.01:
Exhibit
Number
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||||
Unaudited
Condensed Combined Pro Forma Financial Statements
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10.24 | |||
Unaudited
Condensed Combined Pro Forma Statement of Income for the year ended
January 31, 2008
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10.25 | |||
Unaudited
Condensed Combined Pro Forma Statement of Income for the three months
ended April 30, 2008
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10.26 | |||
Unaudited
Condensed Combined Pro Forma Balance Sheet as of April 30,
2008
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10.27 |
4
(c)
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Reconciliations
to US GAAP.
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The
following statements for Qualytextil S.A. are attached to this Current
Report and are incorporated by reference in this Item
9.01:
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Exhibit
Number
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Reconciliation
of Brazilian GAAP in Brazilian Currency to US GAAP expressed in US
dollars:
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||||
Balance
Sheet as of April 30, 2008
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10.28 | |||
Statement
of Profit and Loss for the year ended December 31, 2007
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10.29 | |||
Statement
of Profit and Loss for the three months ended April 30,
2008
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10.30 |
(d)
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Exhibits
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10.1
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Stock
Purchase Agreement dated May 2, 2008 among Lakeland do Brasil
Empreendimentos e Participacoes Ltda. and Lakeland Industries, Inc.
†*
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10.2
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Escrow
Agreement, dated May 9, 2008, between Elder Marcos Vieira da Conceicao, as
holder of the escrow account and Lakeland do Brasil Empreendimentos e
Participacoes Ltda, as the escrow account beneficiary, and Banco UBS
Pactual S.A., as escrow agent.*
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10.3
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Escrow
Agreement, dated May 9, 2008, between Marcia Cristina Vieira da Conceicao
Antunes, as holder of the escrow account and Lakeland do Brasil
Empreendimentos e Participacoes Ltda, as the escrow account beneficiary,
and Banco UBS Pactual S.A., as escrow agent.*
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10.4
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Escrow
Agreement, dated May 9, 2008, between Miguel Antonio Dos Guimaraes Bastos,
as holder of the escrow account and Lakeland do Brasil Empreendimentos e
Participacoes Ltda, as the escrow account beneficiary, and Banco UBS
Pactual S.A., as escrow agent.*
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10.5
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Management
Agreement between Elder Marcos Vieira da Conceicao and Qualytextil, S.A.
‡*
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10.6
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Management
Agreement between Marcia Cristina Vieira da Conceicao Antunes and
Qualytextil, S.A. ‡*
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10.7
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Management
Agreement between Elton de Carvalho Antunes and Qualytextil, S.A.
‡*
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10.8
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Management
Agreement between Miguel Antonio dos Guimaraes Bastos and Qualytextil,
S.A. ‡*
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10.9
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Second
Amended and Restated Note between Lakeland Industries, Inc. and Wachovia,
N.A.*
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10.10
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Third
Modification to Note and Loan Agreement and Reaffirmation of
Guaranty.*
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5
10.11
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Unconditional
Guaranty between Lakeland do Brasil Empreendimentos e Participacoes Ltda.,
Lakeland Industries, Inc., and Wachovia Bank, N.A.*
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10.12
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Unconditional
Guaranty between Qualytextil, S.A., Lakeland Industries, Inc., and
Wachovia Bank, N.A.*
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10.13
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Quota
Pledge Agreement among Lakeland Industries, Inc., Christopher J. Ryan,
Wachovia Bank, N.A., Qualytextil S.A. and Lakeland do Brasil
Empreendimentos e Participacoes Ltda. *
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10.14
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Share
Pledge Agreement among Lakeland do Brasil Empreendimentos e Participacoes
Ltda., Lakeland Industries, Inc., Wachovia Bank, N.A. and Qualytextil
S.A.*
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10.15
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Equipment
Pledge and Security Agreement among Wachovia Bank, N.A., Qualytextil S.A.,
Lakeland do Brasil Empreendimentos e Participacoes Ltda., and Lakeland
Industries, Inc. *
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10.16
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Power
of Attorney, Qualytextil, S.A. appointing Wachovia Bank, N.A. to the
powers granted by the Bank in the Equipment Pledge and Security
Agreement.*
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10.17
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Power
of Attorney, Qualytextil, S.A. appointing Wachovia Bank, N.A. to the
powers granted by the Bank in the Inventory Pledge and Security
Agreement.*
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10.18
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Inventory
Pledge and Security Agreement among Wachovia Bank, N.A., Qualytextil S.A.,
Lakeland do Brasil Empreendimentos e Participacoes Ltda., and Lakeland
Industries, Inc.*
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10.19
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Accounts
Receivable and Bank Account Pledge Agreement By and Between Qualytextil,
S.A., as Pledgor and Wachovia Bank National Association, as
Pledgee.*
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10.20
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Accounts
Receivable Pledge Agreement By and Between Qualytextil, S.A., as Pledgor
and Wachovia Bank National Association, as Pledgee.*
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10.21
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Debt
Subordination Agreement for Lakeland do Brasil Empreendimentos e
Participacoes Ltda.*
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10.22
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Debt
Subordination Agreement for Qualytextil, S.A.*
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10.23
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Independent Auditors’ Report
°
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10.24
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Unaudited
Condensed Combined Pro Forma Financial Statements °
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10.25
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Unaudited
Condensed Combined Pro Forma Statement of Income for the year ended
January 31, 2008 °
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10.26
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Unaudited Condensed Combined Pro
Forma Statement of Income for the three months ended April 30, 2008
°
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6
10.27
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Unaudited Condensed Combined Pro
Forma Balance Sheet as of April 30, 2008 °
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10.28
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Balance
Sheet as of April 30, 2008 °
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10.29
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Statement
of Profit and Loss for the year ended December 31, 2007 °
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10.30
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Statement
of Profit and Loss for the three months ended April 30, 3008 °
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99.1
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Press
Release issued by Lakeland Industries, Inc. on May 14, 2008, titled
“Lakeland Industries Completes Acquisition of Brazilian Protective Apparel
Supplier Qualytextil, S.A.”*
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†
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All
schedules and similar attachments to the Stock Purchase Agreement have
been omitted. Copies of such schedules and similar attachments
will be furnished supplementally to the SEC upon
request.
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‡
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Management
compensatory plan or arrangement.
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*
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Incorporated
by reference to original 8-K filing dated May 15,
2008.
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°
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Filed
herein
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7
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
LAKELAND INDUSTRIES,
INC.
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Date March
11, 2010
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/s/ Christopher J. Ryan
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Christopher
J. Ryan
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President
& CEO
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8