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):
June 18,
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))
|
|
Item
3.01
|
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
|
By letter
dated June 18, 2010 (the “Notice”), the staff (the “Staff”) of the NYSE Amex LLC
(the “Exchange”) notified Lazare Kaplan International Inc. (the “Company”) of
the Exchange’s intent to strike the common stock of the Company from the
Exchange by filing a delisting application with the Securities and Exchange
Commission (the “SEC”), pursuant to Section 1009 of the NYSE Amex Company Guide
(the “Company Guide”).
As
previously disclosed by the Company, it was notified by the Staff by letter
dated September 16, 2009 (the “September Letter”) that the Company was not in
compliance with Sections 134 and 1101 of the Company Guide due to its failure to
file its Form 10-K for the year ended May 31, 2009 (the “Form 10-K”).
T
he Company’s inability to file the Form 10-K stemmed from its inability
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 has been unable to resolve the Material Uncertainties, through
ongoing negotiations and/or the initiation of lawsuits with certain of the
relevant parties (also as previously disclosed by the Company), the Company is
unable to assess the potential effect the ultimate resolution of these matters
will have on its financial position and results of operations, or to finalize
its (a) financial statements for Fiscal 2009 and obtain an unqualified opinion
thereon from its auditors necessary in order to file its Form 10-K, and (b)
financial statements for each of the first three fiscal quarters of 2010 or
timely file its Form 10-Q’s for those quarters.
In
response to the September Letter, the Company submitted a Plan of Compliance to
the Staff on October 7, 2009 (the “Plan”), advising the Exchange of action it
has taken, or will take, to bring the Company into compliance with Sections 134
and 1101 of the Company Guide.
The
Company received a second Deficiency Letter from the Staff dated October 20,
2009, relating to the Company’s failure to timely file its Quarterly Report on
Form 10-Q for the quarter ended August 31, 2009.
On
November 11, 2009, the Exchange notified the Company that it accepted the Plan
and granted the Company an extension until December 31, 2009 to regain
compliance with the Exchange’s continued listing standards.
On
December 31, 2009, the Company submitted to the Staff a supplement to the Plan,
requesting an extension of the Exchange’s delisting deadline to May 31, 2010. On
January 25, 2010, the Company received a letter from the Staff (the “January
Letter”), granting the extension, and advising the Company that the Staff would
initiate delisting proceedings if the Company was not in compliance with all of
the requirements of the Exchange’s continued listing standards at the end of the
Plan period, as so extended. Additionally, the January Letter also related to
the Company’s failure to timely file its Quarterly Report on Form 10-Q for the
quarter ended November 30, 2009.
The
Company received an additional Deficiency Letter from the Staff dated April 26,
2010, relating to the Company’s failure to file its Quarterly Report on Form
10-Q for the quarter ended February 28, 2010.
According
to the Notice, as the Company has not filed any of its delinquent SEC reports,
and due to the prolonged absence of reliable financial information and the
uncertainty of when the Company will make its required SEC filings, the Staff
has determined that a further listing extension would be inconsistent with
applicable Exchange standards. Based on the foregoing, the Staff concluded that
it is appropriate to initiate immediate delisting proceedings (the “Decision”).
Additionally, the Notice also related to the Company’s failure to hold an annual
meeting of its stockholders during its fiscal year ended May 31, 2010, due to
the Company being precluded from holding an annual meeting since Rule 14a-3(b)
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), requires that a proxy statement for an annual meeting to elect directors
be accompanied by or preceded by an annual report with audited financial
statements for the three most recent fiscal years.
In
accordance with Sections 1203 and 1009(d) of the Company Guide, the Company has
a limited right to appeal the Decision by requesting an oral hearing or a
hearing based on a written submission before a Listing Qualifications Panel. If
the Company elects not to appeal the Decision by June 25, 2010, it will become
final. The Staff will then suspend trading in the Company’s common stock on the
Exchange and file an application to the SEC to strike the Company’s common stock
from listing and registration on the Exchange in accordance with Section 12 of
the Exchange Act and the rules promulgated thereunder.
The
Company has determined not to appeal the Exchange’s Decision, and expects for
its common stock to be quoted on a tier of the Pink Sheets marketplace
subsequent to the delisting. Nevertheless, the Company intends to continue to
work as expeditiously as possible to resolve the Material Uncertainties so that
the Company can file all of its delinquent SEC reports. Upon filing all such
reports, the Company presently expects to reapply to the Exchange for its common
stock to again be listed on the Exchange.
Contemporaneously
with the filing of this Current Report on Form 8-K, the Company has issued a
press release relating to the foregoing pursuant to Sections 402 and 1202(b) of
the Company Guide, disclosing the receipt of the Notice and the specific
continued listing deficiencies upon which it is based. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Forward-Looking
Statements
The
information provided in this Form 8-K includes forward-looking statements,
including, without limitation, statements regarding the intentions or
expectations of the Company with respect to future events such as resolving the
Material Uncertainties, filing delinquent SEC reports, the quotation of the
Company’s common stock on the Pink Sheets marketplace subsequent to delisting,
and reapplying to the Exchange for the Company’s common stock to be listed on
the Exchange.
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 June 24, 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:
June 24, 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
