UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): |_| Form 10-K and Form 10-KSB |_| Form 20-F |_| Form 11-K
|X| Form 10-Q and Form 10-QSB |_| Form N-SAR
For Period Ended: February 28, 2010
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:
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NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
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LAZARE KAPLAN INTERNATIONAL INC.
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Full Name of Registrant
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Former Name if Applicable
19 West 44th Street
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Address of Principal Executive Office (Street and Number)
New York, New York 10036
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City, State and Zip Code
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PART II - RULES 12b-25(b) AND (c)
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If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense.
|_| (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III - NARRATIVE
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State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period. (Attach Extra Sheets if
Needed)
Lazare Kaplan International Inc. (the "Company") has determined that it is
unable to timely file its Quarterly Report on Form 10-Q (the "Q3 Form 10-Q") for
the quarter ended February 28, 2010 ("Q3 2010").
As reported in 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") and the Forms 12b-25 filed with respect to the Company's
Quarterly Reports on Form 10-Q (the "Q1 Form 10-Q") for the period ended August
31, 2009 ("Q1 2010") and Form 10-Q (the "Q2 Form 10-Q") for the period ended
November 30, 2009 ("Q2 2010"), 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, (iii) is unable to finalize its financial
statements for Q2 2010 or file its Q2 Form 10-Q and (iv) is unable to finalize
its financial statements for Q3 2010 or file its Q3 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, Q1 2010, Q2 2010 and Q3 2010, and file
its Form 10-K, Q1 Form 10-Q, Q2 Form 10-Q and Q3 Form 10-Q with the Securities
and Exchange Commission. Please refer to the Forms 8-K filed by the Company on
September 1, 2009, September 16, 2009, October 21, 2009 and January 15, 2010.
Forward-Looking Statements
The information provided in this Form 12b-25, including in this Part III
and Part IV below, 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, Q2 Form 10-Q and Q3 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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PART IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact to this notification
William H. Moryto (212) 972-9700
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months (or for such shorter) period that the
registrant was required to file such reports) been filed? If answer is no,
identify report(s).
|_| Yes |X| No
As further detailed in Part III above, the Company has not yet filed its
Form 10-K for Fiscal 2009, Q1 Form 10-Q for Q1 2010, Q2 Form 10-Q for Q2 2010,
and Q3 Form 10-Q for Q3 2010.
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|X| Yes |_| No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
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 Q3 2010, except as set forth below.
The Company anticipates that its reported results of operations for Q3 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 Q3 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 $28.9 million and $126.1
million for the three and nine months ended February 28, 2010 as compared to net
sales of $42.2 million and $161.7 million for the comparative prior year
periods.
Although there are early signs of improving trends, current adverse
conditions continue to impact 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 fiscal 2010, the Company
continued to focus its efforts on cash flow while reducing operating costs and
manufacturing overhead. Gross margins 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.
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LAZARE KAPLAN INTERNATIONAL INC.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: April 14, 2010 By: /s/ William H. Moryto
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William H. Moryto, CFO and Vice President
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.