Attached files
| file | filename |
|---|---|
| EX-4.1 - LAZARE KAPLAN INTERNATIONAL INC | v200263_ex4-1.htm |
| EX-10.1 - LAZARE KAPLAN INTERNATIONAL INC | v200263_ex10-1.htm |
| EX-99.1 - LAZARE KAPLAN INTERNATIONAL INC | v200263_ex99-1.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): October 25,
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
|
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):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
|
Item 1.01.
|
Entry
into a Material Definitive
Agreement.
|
Settlement
Agreement
On
October 26, 2010, Lazare Kaplan International Inc. (the “Company”) and its
affiliates, Lazare Kaplan Japan Inc. (“LK Japan”), Lazare Kaplan Europe Inc.
(“LK Europe”) and Lazare Kaplan Africa Inc. (“LK Africa” and, collectively with
LK Japan and LK Europe, the “Affiliates”) entered into a Settlement Agreement
(the “Settlement Agreement”) with ABN AMRO Bank N.V. (“ABN”) and The Royal Bank
of Scotland PLC (“RBS”).
Pursuant
to the Settlement Agreement:
|
|
·
|
Obligations
of the Company and / or its Affiliates totaling approximately $64 million
were deemed by ABN and RBS to be satisfied in full. The “Obligations”
consisted of: (a) asserted unpaid principal, interest and expenses under
the Facility Letter dated as of February 27, 2009 (the “Facility Letter”)
and the Amended and Restated Credit Agreement dated as of February 27,
2009 (the “ABN Credit Agreement”), each between the Company and ABN; (b)
two guaranties, each dated February 27, 2009, pursuant to which the
Affiliates guaranteed the obligations of the Company to ABN under the
Facility Letter and the ABN Credit Agreement; (c) asserted unpaid
principal, interest and expenses under the Amended and Restated Credit
Facility Agreement dated as of February 28, 2009 between LK Japan and RBS
(the “Japan Credit Agreement”); (d) a guarantee dated April 13, 2009,
pursuant to which the Company guaranteed the obligations of LK Japan to
RBS under the Japan Credit Agreement; and (e) a guaranty dated September
1, 2007 pursuant to which the Company guaranteed up to fifty percent of
certain obligations of Gulfdiam DMCC, an affiliate of the Company, to
ABN.
|
|
|
·
|
ABN
agreed to transfer to the Company all of ABN’s legal and equitable right,
title and interest in and to an aggregate of 2,151,103 shares of the
Company’s common stock (the “Transferred
Shares”).
|
|
|
·
|
In
connection with certain “all risk” insurance policies (the “Insurance
Policies”) that the Company previously obtained with respect to the
Company and its affiliated / associate and subsidiary companies, ABN
assigned to the Company ABN’s right, title and interest under the
Insurance Policies, as well as ABN’s right, title and interest to receive
proceeds paid or payable under the Insurance Policies. ABN’s
assignment to the Company of such right, title and interest includes ABN’s
right, title and interest in any amounts that the Company receives with
respect to any settlement reached or judgment rendered in certain lawsuits
pending in the United States and the United Kingdom relating to the
Insurance Policies.
|
|
|
·
|
ABN
and RBS each released the Company and the Affiliates from any and all of
the Obligations and claims relating thereto. In return, the Company and
the Affiliates each released ABN and RBS from certain claims asserted by
the Company relating to the Obligations as well as other claims asserted
by the Company relating to its relationship and business dealings with
each of ABN and RBS.
|
|
|
·
|
The
Company paid to ABN and RBS, collectively, $14
million.
|
The
Company does not believe that the execution and performance of the Settlement
Agreement resolves all of the material uncertainties that have prevented the
Company from finalizing its audited financial statements for the fiscal years
ended May 31, 2009 and May 31, 2010, or for any interim periods subsequent to
May 31, 2009, and the Company is continuing to pursue final resolution of the
remaining material uncertainties, of which it can give no assurance of
success.
A copy of
the Settlement Agreement is attached as Exhibit 10.1 to this report and is
incorporated herein by reference. The foregoing description of the Settlement
Agreement does not purport to be complete and is qualified in its entirety by
reference to the Settlement Agreement.
A copy of
a press release announcing the Settlement Agreement is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Amendment to Rights
Plan
On
October 25, 2010, the Company amended (the “Amendment”) its Amended and Restated
Rights Agreement, dated as of April 24, 2007, between the Company and Mellon
Investor Services LLC. Pursuant to the Amendment, the definition of “Acquiring
Person” was revised to provide that ABN and RBC shall not be deemed Acquiring
Persons for purposes of holding and transferring to the Company the Transferred
Shares pursuant to the Settlement Agreement.
A copy of
the Amendment is attached as Exhibit 4.1 to this report and is incorporated
herein by reference. The foregoing description of the Amendment does not purport
to be complete and is qualified in its entirety by reference to the
Amendment.
|
Item 1.02.
|
Termination
of a Material Definitive Agreement.
|
The
disclosure referenced under “Settlement Agreement” in Item 1.01 above is hereby
incorporated herein by reference.
|
Item 3.03.
|
Material
Modification to Rights of Security
Holders.
|
The
disclosure referenced under “Amendment to Rights Plan” in Item 1.01 above is
hereby incorporated herein by reference.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
|
(d)
Exhibits.
|
||
|
Exhibit Number
|
Description
|
|
|
4.1
|
Amendment
to Amended and Restated Rights Agreement
|
|
|
10.1
|
Settlement
Agreement
|
|
|
99.1
|
|
Press
Release dated October 28,
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:
October 28, 2010
|
By:
|
/s/ William H.
Moryto
|
|
William
H. Moryto,
|
||
|
Vice
President and Chief Financial
Officer
|
||