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
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
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 2.02
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Results of Operations and Financial Condition.
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The information set forth under “Results of Operations” in Item 8.01 in this Form 8-K is incorporated herein by reference.
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Item 8.01
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Other Events.
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Notification of Late Filing
On August 30, 2011, 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 Annual Report on Form 10-K for the fiscal year ended May 31, 2011 (“2011 Fiscal Year”).
As stated in the Form 12b-25, 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 more fully described in the Company’s filing on Form 8-K dated October 28, 2010, during the quarter ended November 30, 2010, the Company and certain of its affiliates entered into a Settlement Agreement with certain banks which resolved certain aspects of the Material Uncertainties that have prevented the Company from finalizing its financial statements. Furthermore, as more fully described in the Company’s filing on Form 8-K dated July 1, 2011, the Company entered into a Release and Settlement Agreements with certain insurance companies which further resolved certain aspects of the Material Uncertainties. While the Company is continuing to pursue final resolution of the remaining Material Uncertainties, of which it can give no assurance of success, the Company (in consultation with its Independent Public Accountants) is reviewing whether it has resolved the Material Uncertainties to such an extent that it can finalize its financial statements in order to file periodic reports under the Exchange Act.
Accordingly, the Company is currently unable to finalize its financial statements for the 2011 Fiscal Year or file its Form 10-K for that period. Additionally, the Company remains unable to finalize its financial statements or file the corresponding (i) Form 10-K for each of its fiscal years ended December 31, 2009 or 2010, and (ii) Forms 10-Q for each of its fiscal quarters ended February 28, 2011, November 30, 2010, August 31, 2010, February 28, 2010, November 30, 2009 or August 31, 2009.
The Company intends to as promptly as practicable finalize and file its Forms 10-K and Forms 10-Q for the periods referenced above with the Securities and Exchange Commission, upon the earlier to occur of (a) the successful resolution of the remaining Material Uncertainties or (b) the Company concluding (together with its Independent Public Accountants) that the Material Uncertainties have been resolved to such an extent that it can finalize its financial statements.
Please refer to the Forms 8-K filed by the Company on September 1, 2009, September 16, 2009, October 21, 2009, January 15, 2010, April 14, 2010, August 31, 2010, October 15, 2010, January 14, 2011, April 14, 2011, and July 6, 2011.
Results of Operations
As described above, at this time, the Company is unable to resolve the remaining Material Uncertainties. As such, the Company cannot report its results of operations for the 2011 Fiscal Year, except as set forth below.
The Company anticipates that its reported results of operations for Fiscal 2011 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 the 2011 Fiscal Year, which is subject to the completion of the Company’s audits for its fiscal years ended May 31, 2009, May 31, 2010, and the 2011 Fiscal Year.
The Company anticipates net sales of approximately $137.8 million for the 2011 Fiscal Year as compared to net sales of $152.4 million for Fiscal 2010. The decrease in net sales reflects increased sales of polished diamonds offset by a decrease in rough trading volume.
Current uncertain economic conditions continue to impact the sectors of the diamond and jewelry industry in which the Company operates. In addition, the inability of the Company to timely resolve the remainder of the Material Uncertainties has adversely impacted the Company's ability to transact business in the ordinary course to the same extent and in the same manner as it did previously. This includes, without limitation, the ability of the Company to maintain and/or expand its operations.
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 for the 2011 Fiscal Year and other annual and quarterly reports.
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.
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. | |||
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Date: August 30, 2011
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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 | |||