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):
October 7,
2009
LAZARE KAPLAN INTERNATIONAL
INC.
(Exact
name of registrant as specified in its charter)
|
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
|
|
incorporation
or organization)
|
File
Number)
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Identification
No.)
|
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19 West 44
th
Street, New York, New York
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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))
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Item
3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
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Lazare
Kaplan International Inc. (the “Company”) submitted a plan (the “Plan”) to NYSE
AMEX LLC (the “Exchange”) on October 7, 2009, which outlines the Company’s plan
to regain compliance with the Exchange’s continued listing requirements. The
Exchange has not as of yet provided the Company with a time table for its formal
response to the Plan, and the Plan’s acceptance is at the discretion of the
Exchange. If the Plan is accepted, the Company expects that it will be subject
to periodic review by the Exchange to determine whether it is making progress
consistent with the Plan.
The
Company previously announced that it will delay filing its Annual Report on Form
10-K (the “Form 10-K”) for the fiscal year ended May 31, 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”). The
Company is working diligently to resolve the Material Uncertainties and address
the Company’s noncompliance with relevant Exchange rules as expeditiously as
possible. The Company believes that the Plan provides a reasonable basis upon
which the Material Uncertainties can be resolved in a timely manner so that the
Company would be in a position to file the Form 10-K prior to
December 15, 2009.
Although
the Company is committed to working with the Exchange to find a way to regain
compliance, the Company intends to take steps to trade on the over-the-counter
market should Exchange approval of the Plan not be forthcoming.
A copy of
a press release relating to the foregoing is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
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Description
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99.1
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Press Release dated October 8,
2009.
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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.
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LAZARE
KAPLAN INTERNATIONAL INC.
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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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