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):
April 14,
2010
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
(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))
|
Notification
of Late Filing
On April
14, 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 Quarterly Report on Form 10-Q (the “Q3 Form 10-Q”) for the
quarter ended February 28, 2010 (“Q3 2010”).
As stated
in the Form 12b-25, and as reported in (i) the Form 12b-25 filed with respect to
the Company’s Annual Report on Form 10-K (the “Form 10-K”) for the fiscal year
ended May 31, 2009 (“Fiscal 2009”), (ii) the Form 12b-25 filed with respect to
the Company’s Quarterly Report on Form 10-Q (the “Q1 Form 10-Q”) for the period
ended August 31, 2009 (“Q1 2010”), (iii) the Form 12b-25 filed with respect to
the Company’s Quarterly Report on Form 10-Q (the “Q2 Form 10-Q”) for the period
ended November 30, 2009 (“Q2 2010”) and (iv) the Forms 8-K filed by the Company
on September 1, 2009, September 16, 2009, October 21, 2009, and January 15,
2010, 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 (i) has
been unable to finalize its financial statements for Fiscal 2009 or file its
Form 10-K, (ii) has been unable to finalize its financial statements for Q1 2010
or file its Q1 Form 10-Q, (iii) has been unable to finalize its financial
statements for Q2 2010 or file its Q2 Form 10-Q, and (iv) is unable to finalize
its financial statements for Q3 2010 or file its Q3 Form 10-Q.
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 2009 , Q1 2010, Q2 2010, and Q3 2010, and file
its Form 10-K, Q1 Form 10-Q, Q2 Form 10-Q, and Q3 Form 10-Q 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
Q3 2010, except as set forth below.
The
Company anticipates that its reported results of operations for Q3 2010 will
reflect significant changes from the corresponding period of the last fiscal
year. However, the Company, at this time, can only give a reasonable estimate of
its anticipated net sales for Q3 2010, which is subject to normal year end audit
adjustments and 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 $28.9 million and $126.1 million
for the three and nine months ended February 28, 2010 as compared to net sales
of $42.2 million and $161.7 million for the comparative prior year
periods.
Although
there are early signs of improving 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 continuing in the current fiscal year translated into lower
purchases and sales by diamond retailers, wholesalers and producers and
adversely impacted the Company’s 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
Form 10-K, Q1 Form 10-Q, Q2 Form 10-Q, and Q3 Form 10-Q.
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.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
|
Exhibit
Number
|
Description
|
|
|
|
|
99.1
|
Press
Release dated April 14, 2010
|
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:
April 14, 2010
|
By:
|
/s/
William H. Moryto
|
|
|
|
|
William
H. Moryto,
|
|
|
|
|
Vice
President and Chief Financial Officer
|
|
Lazare Kaplan (AMEX:LKI)
Historical Stock Chart
From Apr 2024 to May 2024
Lazare Kaplan (AMEX:LKI)
Historical Stock Chart
From May 2023 to May 2024
