-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OQVsqx57LtV0ROalRsqZ08w5yFqL/w1fur8dSbMsaw5P3sqtWaVbUMzP5vp0wlmG PN5dioS4PXiBKN2ya2wsdg== 0001144204-09-048577.txt : 20090916 0001144204-09-048577.hdr.sgml : 20090916 20090915193730 ACCESSION NUMBER: 0001144204-09-048577 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090915 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090916 DATE AS OF CHANGE: 20090915 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAZARE KAPLAN INTERNATIONAL INC CENTRAL INDEX KEY: 0000202375 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-JEWELRY, WATCHES, PRECIOUS STONES & METALS [5094] IRS NUMBER: 132728690 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07848 FILM NUMBER: 091070890 BUSINESS ADDRESS: STREET 1: 529 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129729700 MAIL ADDRESS: STREET 1: 529 FIFTH AVE STREET 2: 529 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10017 8-K 1 v160557_8k.htm Unassociated Document
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):  September 15, 2009

LAZARE KAPLAN INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)

Delaware
1-7848
13-2728690
(State or other jurisdiction of
(Commission
(IRS Employer
incorporation or organization)
File Number)
Identification No.)


19 West 44th Street, New York, New York
10036
(Address of principal executive offices)
(Zip Code)


Registrant's telephone number, including area code      (212) 972-9700

Not Applicable
(Former name, former address and former fiscal year, 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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
Item 8.01                      Other Events.
 
Lazare Kaplan International Inc. (the “Company”) will delay filing its Annual Report on Form 10-K (the “Form 10-K”) for the fiscal year ended May 31, 2009 (“Fiscal 2009”), in order to resolve (a) a material uncertainty concerning 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”). Previously, the Company filed Form 12b-25 with the Securities and Exchange Commission (“SEC”), wherein the Company stated that it is unable to assess the potential effect the ultimate resolution of the Material Uncertainties will have on the financial position and results of operation of the Company, and therefore its auditors will not be able to deliver an unqualified opinion with respect to the Company’s financial statements required to be included in the Form 10-K for Fiscal 2009 until the Company is able to resolve satisfactorily such Material Uncertainties. As a result of this ongoing assessment, the Company was not able to file its Annual Report for Fiscal 2009 within the fifteen day period permitted upon filing Form 12b-25.
 
Such failure to file is likely to result in, among other things, the taking of action by the American Stock Exchange to remove the Company's Common Stock from listing on such Exchange. Such a delisting would likely result in a decrease in the price, the volume of trading and the overall liquidity of the Company’s shares. Subject to certain notice and cure provisions, such failure to file may also cause the Company to not be in compliance with certain covenants in the Company’s credit agreements, which would cause an event of default thereunder. The Company, subject to applicable cure provisions contained in such credit agreements, may also not be in compliance with one or more of the financial covenants contained therein.
 
The Company intends to file the Form 10-K for Fiscal 2009 as soon as possible after it resolves the Material Uncertainties, but it is unable at this time to estimate when the Material Uncertainties will be resolved or when the Form 10-K will be filed.
 
The Company has issued a press release relating to the above. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
 

Item 9.01.
Financial Statements and Exhibits.
     
 
(d) Exhibits.
  
     
 
Exhibit Number
Description
     
 
99.1
Press Release, dated as of September 15, 2009.


 
 
 
 
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.
  
       
Date: September 15, 2009
By:
/s/ William H. Moryto  
    William H. Moryto,  
    Vice President and Chief Financial Officer  
       

                   
 EX-99.1 2 v160557_ex99-1.htm Unassociated Document
    EXHIBIT 99.1




LAZARE KAPLAN INTERNATIONAL ANNOUNCES DELAY IN FILING FORM 10-K

New York, NY – September 15, 2009 –Lazare Kaplan International Inc. (AMEX:LKI) (the “Company”) announced today that it will delay filing its Annual Report on Form 10-K (the “Form 10-K”) for the fiscal year ended May 31, 2009 (“Fiscal 2009”), in order to resolve (a) a material uncertainty concerning 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”). Previously, the Company filed Form 12b-25 with the Securities and Exchange Commission (“SEC”), wherein the Company stated that it is unable to assess the potential effect the ultimate resolution of the Material Uncertainties will have on the financial position and results of operation of the Company, and therefore its auditors will not be able to deliver an unqualified opinion with respect to the Company’s financial statements required to be included in the Form 10-K for Fiscal 2009 until the Company is able to resolve satisfactorily such Material Uncertainties. As a result of this ongoing assessment, the Company was not able to file its Annual Report for Fiscal 2009 within the fifteen day period permitted upon filing Form 12b-25.
 
The Company intends to file the Form 10-K for Fiscal 2009 as soon as possible after it resolves the Material Uncertainties, but it is unable at this time to estimate when the Material Uncertainties will be resolved or when the Form 10-K will be filed.
 
For further information regarding this matter, the Company refers interested parties to its Form 8-K filed with the Securities and Exchange Commission as of September 16, 2009.
 
Lazare Kaplan International Inc. sells its diamonds and jewelry products through a worldwide distribution network.  The Company is noted for its ideal cut diamonds, which it markets internationally under the brand name, Lazare Diamonds®.

Except for historical information contained herein, the statements in this release are forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements involve known and unknown risks and uncertainties which may cause the Company's actual results in future periods to differ materially from forecasted results.  Those risks include a softening of retailer or consumer acceptance of, or demand for, the Company's products, pricing pressures, adequate supply of rough diamonds, liquidity, and other competitive factors.  These and other risks are more fully described in the Company's filings with the Securities and Exchange Commission.  The information contained in this press release is accurate only as of the date issued.  Investors should not assume that the statements made in these documents remain operative at a later time.  Lazare Kaplan International Inc. undertakes no obligation to update any information contained in this news release.
 


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