U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[x] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: May 31, 1994
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[ ] 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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Read Attached Instruction Sheet Before Preparing Form.
Please Print or Type.
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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Full Name of Registrant Lazare Kaplan International Inc.
Former Name if Applicable
529 Fifth Avenue
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Address of Principal Executive Offices (Street and Number)
New York, New York 10017
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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.
Please see attached sheet
(Attach Extra Sheets if Needed)
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Part IV-Other Information
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(1) Name and telephone number of person to contact in regard to
this notification
Sheldon L. Ginsberg (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 report(s) been filed? If the answer is no,
identify report(s).
[x] Yes [ ] No
(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?
[ ] Yes [x] 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.
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
thereunto duly authorized.
Date August 29, 1994 By
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Sheldon L. Ginsberg
Vice President and Chief Financial Officer
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.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001)
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Lazare Kaplan International Inc.
Form 12b-25
Notification of Late Filing of Form 10-K for the period ended May 31, 1994
Part III - Narrative
The Registrant anticipates closing a transaction with the Botswana
Development Corporation (the "BDC") within the next week pursuant to which
the BDC will invest 21.8 million pula (approximately $U.S. 8.0 million as of
the date hereof) for an equity position in Lazare Kaplan Botswana (Pty) Ltd.
("LKB"), a company through which the Registrant, as the owner of 85% of the
common equity of LKB, owns and operates a cutting and polishing facility in
Botswana. It is anticipated that the investment will be in the form of
common shares and cumulative, redeemable, non-voting, participating preference
shares and that as a result of the transaction, LKB will be owned 60% by the
Registrant, 34.9% by the BDC and 5.1% by the Government by Botswana. Because
of the significance of this transaction, the Registrant has been advised by
its independent auditors that they will not be in a position to issue their
report on the Registrant's financial statements until completion of such
transaction.
