-----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, QO3DJKEqjrFg7tfstkBWmYYhtnsGah3CriZ605YvcQf9WTyEaqXkjJlg0d3A6NiQ Z2t64OWIFRd4xJB1k8c19A== 0000914317-08-001454.txt : 20080516 0000914317-08-001454.hdr.sgml : 20080516 20080516150925 ACCESSION NUMBER: 0000914317-08-001454 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080516 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080516 DATE AS OF CHANGE: 20080516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAKELAND INDUSTRIES INC CENTRAL INDEX KEY: 0000798081 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 133115216 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15535 FILM NUMBER: 08842035 BUSINESS ADDRESS: STREET 1: 701-7 KOEHLER AVENUE CITY: RONKONKOMA STATE: NY ZIP: 11779 BUSINESS PHONE: 6319819700 MAIL ADDRESS: STREET 1: 701- 7 KOEHLER AVENUE CITY: RONKONKOMA STATE: NY ZIP: 11779 8-K 1 form8k-92824_lake.htm FORM 8-K form8k-92824_lake.htm
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): May 16, 2008
__________________________________________

Lakeland Industries, Inc.
(Exact name of registrant as specified in its charter)

Delaware
0-15535
13-3115216
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)

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:

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 7.01
Regulation FD Disclosure.

On May 16, 2008, Lakeland Industries, Inc. (the “Company” or “Lakeland”) issued a press release announcing that, at its 2008 Annual Meeting of Stockholders, it intends to seek stockholder approval for the repeal of the supermajority voting requirements applicable to certain business combinations that are currently contained in its Restated Certificate of Incorporation.  If Lakeland’s charter amendment proposal is approved by its stockholders, except in  certain limited situations where Delaware law provides otherwise, only a simple majority vote of the issued and outstanding shares will be required to approve business combinations involving Lakeland.
 
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.  The information in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), or Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section.  Furthermore, the information contained in Exhibit 99.1 shall not be deemed to be incorporated by reference into Lakeland’s filings under the Securities Act or the Exchange Act.
 
Item 9.01               Financial Statements and Exhibits.
 
(d)
Exhibits.
 
The following have been filed as exhibits to this Form 8-K:
 
 
99.1
Press Release dated May 16, 2008.
 

 
 

 
 

 

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.
   
   
Date   May 16, 2008
/s/ Christopher J. Ryan
 
Christopher J. Ryan
 
President & CEO


 
 

 

EXHIBIT INDEX

Exhibit
Number
                 Description                                                                                                               
   
99.1
Press Release dated May 16, 2008.
 
 
 
 
 
 
 
 
 
EX-99.1 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm
LAKELAND INDUSTRIES TO SEEK REPEAL OF SUPERMAJORITY VOTING
REQUIREMENTS FOR THE APPROVAL OF BUSINESS COMBINATIONS

RONKONKOMA, NY, May 16, 2008 – Lakeland Industries, Inc. (NasdaqGM: LAKE), a leading manufacturer of industrial protective clothing for industry, municipalities, healthcare and to first responders on the federal, state and local levels, today announced that, at its 2008 Annual Meeting of Stockholders, it intends to seek stockholder approval for the repeal of the supermajority voting requirements applicable to certain business combinations that are currently contained in its Restated Certificate of Incorporation.  If Lakeland’s charter amendment proposal is approved by its stockholders, except in certain limited situations where Delaware law provides otherwise, only a simple majority vote of the issued and outstanding shares will be required to approve business combinations involving Lakeland.
 
Commenting on the charter amendment proposal to be submitted for approval by Lakeland’s stockholders, Christopher J. Ryan, President and CEO of Lakeland, said, “[t]he Lakeland Board is concerned that supermajority voting requirements with respect to business combinations may hinder or discourage potential acquirers who would otherwise consider acquiring Lakeland pursuant to a transaction that could potentially be in the best interests of, and at a price that is fair to and maximizes value for, our stockholders as large strategic buyers have been very active in our specific industry of late. Further, the Lakeland Board is committed to acting, at all times, in the best interests of all of Lakeland’s stockholders, and to continuing to enhance, grow and maximize stockholder value, the Lakeland Board believes that continuing to include supermajority voting requirements in our Charter with respect to business combination transactions would be inconsistent with the Lakeland Board’s guiding principle of maximizing stockholder value.”  Let us make it transparently clear that this change, in no way, had anything to do whatsoever with Mr. Holtzman’s withdrawing his slate of two directors for election at Lakeland’s upcoming shareholder meeting.
 
Added Mr. Ryan, “[W]hile the Lakeland Board continues to believes that the supermajority voting requirements that we are proposing to repeal provide some protection against self-interested actions by one or a few large stockholders and encourage persons considering unsolicited acquisition bids for Lakeland to negotiate with the Lakeland Board to reach terms that are fair to, and in the best interest of, all stockholders, the Lakeland Board recognizes the growing public sentiment that suggests that these types of provisions conflict with principles of good corporate governance and that their elimination would increase the Lakeland Board’s accountability to its stockholders.”
 
At Lakeland’s 2008 Annual Meeting, Lakeland intends to seek stockholder approval for the repeal of Article TWELFTH of its Restated Certificate of Incorporation. This provision, which was adopted in 1986, currently requires a 66 2/3% supermajority vote of the outstanding shares of Lakeland’s common stock to approve certain business combinations with persons who beneficially own more than five percent (5%) of Lakeland’s common stock, unless the transaction is approved by the affirmative vote of 66 2/3% of the directors who were directors prior to the acquisition of the more than five percent (5%) beneficial ownership by such persons.  

 
 

 


After the repeal of Article TWELFTH, those transactions that were previously covered by its supermajority provisions would then generally only require the vote of the holders of a majority of Lakeland’s outstanding common stock, rather than an a 66 2/3% percent supermajority vote.  

The charter amendment proposal is not in response to any request, proposal, agreement, or understanding with any third party and it is not in contemplation of any transaction with any third party.
 
The affirmative vote of at least 66 2/3% of the outstanding shares of Lakeland’s common stock entitled to vote at the 2008 Annual Meeting will be required for approval of this charter amendment proposal.
 
Lakeland’s 2008 Annual Meeting of Stockholders will be held on Wednesday, June 18, 2008, at the Holiday Inn located at 3845 Veterans Memorial Highway in Ronkonkoma, New York.  The record date for determining stockholders who are entitled to notice of, and are eligible to vote at, the 2008 Annual Meeting or any adjournment thereof has been set as the close of business on April 27, 2008.
 
Additional Information
 
Lakeland has filed a definitive proxy statement and form of proxy with the Securities and Exchange Commission (SEC) containing information with respect to the above-described charter amendment proposal and the other matters being proposed for consideration at its 2008 annual meeting of stockholders.  Stockholders are advised to read the proxy statement and other documents related to the solicitation of proxies from Lakeland stockholders for use at the 2008 annual meeting because they contain important information.  The definitive proxy statement and form of proxy are available, along with other relevant documents, at no charge, at the SEC’s website at http://www.sec.gov.
 
About Lakeland Industries, Inc.:
 
Lakeland Industries, Inc. (Nasdaq: LAKE) manufactures and sells a comprehensive line of safety garments and accessories for the industrial protective clothing market.  The Company’s products are sold by a direct sales force and through independent sales representatives to a network of over 1000 safety and mill supply distributors.  These distributors in turn supply end user industrial customers such as chemical/petrochemical, automobile, steel, glass, construction, smelting, janitorial, pharmaceutical and high technology electronics manufacturers, as well as hospitals and laboratories.  In addition, Lakeland supplies federal, state, and local government agencies, fire and police departments, airport crash rescue units, the Department of Defense, the Centers for Disease Control and Prevention, and may other federal and state agencies.  For more information concerning Lakeland, please visit the Company online at www.lakeland.com.

Contacts:
Lakeland Industries
631-981-9700
Christopher Ryan, CEO,
CJRyan@lakeland.com
Gary Pokrassa, CFO,
GAPokrassa@lakeland.com
701-7 Koehler Avenue, Suite 7
Ronkonkoma, NY 11779
www.lakeland.com
 
Darrow Associates for Lakeland
Industries
631-367-1866
Jordan Darrow
jdarrow@darrowir.com
 
 
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