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):
January 14,
2010
LAZARE KAPLAN INTERNATIONAL
INC.
(Exact
name of registrant as specified in its charter)
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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
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incorporation
or organization)
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File
Number)
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Identification
No.)
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19 West 44th Street, New York, New
York
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10036
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(Address
of principal executive offices)
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(Zip
Code)
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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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Notification
of Late Filing
On
January 15, 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 “Q2 Form 10-Q”) for
the quarter ended November 30, 2009 (“Q2 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”), and (iii) the Forms 8-K filed by the Company
on September 1, 2009, September 16, 2009 and October 21, 2009, 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
and (iii) is unable to finalize its financial statements for Q2 2010 or timely
file its Q2 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 and
both Q1 2010 and Q2 2010, and file its Form 10-K, Q1 Form 10-Q and Q2 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
Q2 2010, except as set forth below.
In light
of current adverse market conditions impacting the Company and the global
diamond and jewelry industry described further below, the Company anticipates
that its reported results of operations for Q2 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 Q2 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 $97.2 million and $23.0 million
for the six and three months ended November 30, 2009 as compared to net sales of
$119.6 million and $41.3 million for the comparative prior year
periods.
The
ongoing global financial crisis and economic downturn has negatively impacted
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 the first and
second quarters of fiscal 2010, the Company continued to focus its efforts on
cash flow while reducing operating costs and manufacturing overhead. Gross
margins in the first and second quarter 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 and Q2 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.
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Item
9.01.
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Financial
Statements and Exhibits.
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Exhibit
Number
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Description
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99.1
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Press Release dated January 15,
2010
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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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Date:
January 15, 2010
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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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