UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
___________________________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): August 31,
2010
LAZARE
KAPLAN INTERNATIONAL INC.
|
(Exact
name of registrant as specified in its
charter)
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Delaware
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1-7848
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13-2728690
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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incorporation
or organization)
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File
Number)
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Identification
No.)
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19
West 44th Street, New York, New York
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10036
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code (212)
972-9700
Not
Applicable
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(Former
name, former address and former fiscal year, if changed since last
report)
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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 (see General Instruction A.2. below):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.02
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Results
of Operations and Financial
Condition.
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The
information set forth under “Results of Operations” in Item 8.01 in this Form
8-K is incorporated herein by reference.
Item
8.01
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Other
Events.
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Notification
of Late Filing
On August
31, 2010, Lazare Kaplan International Inc. (the “Company”) filed with the
Securities and Exchange Commission a Notification of Late Filing on Form 12b-25
pertaining to its Annual Report on Form 10-K (the “2010 Form 10-K”) for the
fiscal year ended May 31, 2010 (“Fiscal 2010”).
As stated
in the Form 12b-25, the Company has been unable to resolve a material
uncertainty concerning (a) the collectability and recovery of certain assets,
and (b) the Company’s potential obligations under certain lines of credit and a
guaranty (all of which, the “Material Uncertainties”). As the Company is unable
to assess the potential effect the ultimate resolution of these matters will
have on the financial position and results of operation of the Company, the
Company has been unable to finalize its financial statements for Fiscal 2010 or
file its 2010 Form 10-K.
As
previously announced, the Company has also been unable to finalize its financial
statements for the fiscal year ended May 31, 2009 (“Fiscal 2009”) or for the
fiscal quarters ended August 31, 2009, November 30, 2009 and February 28,
2010.
The
Company is working expeditiously to resolve the Material Uncertainties and
believes that once they are resolved, it will be in a position to finalize its
financial statements for Fiscal 2010 and all other periods described above, and
file its 2010 Form 10-K and all other corresponding reports, respectively, with
the Securities and Exchange Commission.
Results
of Operations
As
described above, at this time, the Company is unable to resolve the Material
Uncertainties. As such, the Company cannot report its results of operations for
Fiscal 2010, except as set forth below.
The
Company anticipates that its reported results of operations for Fiscal 2010 will
reflect significant changes from Fiscal 2009. However, the Company, at this
time, can only give a reasonable estimate of its anticipated net sales for
Fiscal 2010, which is subject to the completion of the Company’s audits for its
fiscal year ended May 31, 2009 and fiscal year ending May 31, 2010.
The
Company anticipates net sales of approximately $152.4 million for Fiscal 2010 as
compared to net sales of $192.4 million for Fiscal 2009.
Although
there are early signs of improving industry trends, current adverse conditions
continue to impact the sectors of the diamond and jewelry industry in which the
Company operates. Diamond and jewelry purchases are ultimately dependant on the
availability of consumer discretionary spending. Uncertainties regarding future
economic prospects and a decline in consumer confidence during Fiscal 2009 and
Fiscal 2010 translated into lower purchases and sales by diamond retailers,
wholesalers and producers and adversely impacted the Company's
operations.
In addition, the inability of the
Company to timely resolve the Material Uncertainties has adversely impacted the
Company’s ability to transact business in the ordinary course to the same extent
and in the same manner as it did previously. This includes, without
limitation, the ability of the Company to maintain and / or expand its
operations.
During
Fiscal 2010, the Company continued to focus its efforts on cash flow while
reducing operating costs and manufacturing overhead. Gross margins remained
under significant pressure as a result of price competition, overhead absorption
and inventory valuation considerations.
The
Company is not, at this time, in a position to give a reasonable estimate as to
the Company’s gross margin and income before income taxes, among other results
of operations.
Forward-Looking
Statements
The
information provided in this Form 8-K includes forward-looking statements,
including, without limitation, statements regarding financial information, the
estimated timing for the completion of the Company’s financial statements and
the filing of the Company’s 2010 Form 10-K and other annual and quarterly
reports.
Statements
that are not historical facts, including statements about the Company’s beliefs
and expectations, are forward-looking statements. These statements are based on
beliefs and assumptions by the Company’s management, and on information
currently available to management. Forward-looking statements speak only as of
the date they are made, and the Company undertakes no obligation to update any
of them publicly in light of new information or future events. A number of
important factors could cause actual result to differ materially from those
contained in any forward-looking statements.
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.
LAZARE
KAPLAN INTERNATIONAL INC.
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Date:
August 31, 2010
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By:
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/s/
William H. Moryto
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William
H. Moryto,
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Vice
President and Chief Financial Officer
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