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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE __, 1996
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
LAZARE KAPLAN INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Delaware 13-2728690
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
529 Fifth Avenue
New York, New York 10017
(Address of Principal (Zip Code)
Executive Offices)
LAZARE KAPLAN INTERNATIONAL INC.
1988 STOCK OPTION INCENTIVE PLAN
(Full title of the plan)
Sheldon L. Ginsberg, Chief Financial Officer
Lazare Kaplan International Inc.
529 Fifth Avenue
New York, New York 10017
(Name and address of agent for service)
(212) 972-9700
(Telephone number, including
area code, of agent for service)
a copy of all communications should be sent to:
Warshaw Burstein Cohen Schlesinger & Kuh, LLP
555 Fifth Avenue
New York, New York 10017
Attention: Frederick R. Cummings, Jr., Esq.
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PROSPECTUS
LAZARE KAPLAN INTERNATIONAL INC.
Shares
Common Stock, $1.00 Par Value
This Prospectus has been prepared by Lazare Kaplan
International Inc., a Delaware corporation (the "Company"), for use upon resale
of shares of Common Stock of the Company by certain "affiliates", as defined in
Rule 405 under the Securities Act of 1933, as amended (the "Securities Act"), of
the Company (the "Selling Security Holders") who have acquired or may acquire
such shares of Common Stock upon exercise of options granted or to be granted
under the Lazare Kaplan International Inc. 1988 Stock Option Incentive Plan, as
amended (the "Plan"). The maximum number of shares which may be offered or sold
hereunder is subject to adjustment in the event of stock splits or dividends,
recapitalization and other similar changes affecting the Company's Common Stock.
It is anticipated that the Selling Security Holders will offer shares of Common
Stock for resale at prevailing prices on the American Stock Exchange on the date
of sale. The Company will not receive any of the proceeds from the sale of the
Common Stock offered hereby.
All expenses of registration incurred in connection with this
offering are being borne by the Company, but all selling and other expenses
incurred by an individual Selling Security Holder will be borne by such Selling
Security Holder.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus is June 19, 1996.
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No person is authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
any offer to sell or sale of the securities to which this Prospectus relates
and, if given or made, such information or representations must not be relied
upon as having been authorized. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, imply that there has been no
change in the facts herein set forth since the date hereof. This Prospectus does
not constitute an offer to sell to or a solicitation of any offer to buy from
any person in any state in which any such offer or solicitation would be
unlawful.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
Available Information ...................................................... 3
The Company ................................................................ 4
Documents Incorporated by Reference ........................................ 4
Selling Security Holders ................................................... 4
Plan of Distribution ....................................................... 6
Indemnification of Officers and Directors .................................. 7
</TABLE>
2
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information filed by the
Company can be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, DC 20549 and at the Regional Offices of the Commission at 75 Park
Place, New York, NY 10007 and Kluczynski Federal Building, Room 3190, 320 South
Dearborn Street, Chicago, IL 60604. Copies can be obtained from the Commission
at prescribed rates by writing to the Commission at 450 Fifth Street, N.W.,
Washington, DC 20549. The Common Stock of the Company is listed on the American
Stock Exchange and reports, proxy statements and other information concerning
the Company also can be inspected at the library of such Exchange, 86 Trinity
Place, Suite 623, New York, New York 10006.
The Company has filed with the Commission a Registration Statement
(herein, together with all amendments thereto, called the "Registration
Statement") under the Securities Act with respect to the securities offered
hereby. This Prospectus does not contain all the information set forth in the
Registration Statement, certain portions of which are omitted in accordance with
the rules and regulations of the Commission. The Registration Statement,
including exhibits filed therewith, may be inspected at the principal office of
the Commission. Reference is hereby made to the Registration Statement and such
exhibits for further information about the Company and the securities offered
hereby.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon written
or oral request of such person, a copy of any or all of the information that has
been incorporated by reference in this Prospectus (not including exhibits to
such information, unless such exhibits are specifically incorporated by
reference into the information which this Prospectus incorporates). Such
requests for such copies should be directed to the Company, 529 Fifth Avenue,
New York, New York 10017, Attention: Chief Financial Officer.
3
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THE COMPANY
The Company is a Delaware corporation and has its principal executive
offices at 529 Fifth Avenue, New York, New York 10017. The Company's telephone
number is (212) 972-9700.
DOCUMENTS INCORPORATED BY REFERENCE
The Company hereby incorporates by reference the documents listed
below:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
May 31, 1995; and
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarters
ended August 31, 1995, November 30, 1995 and February 29, 1996.
All documents subsequently filed by the Company after the date of this
Prospectus pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to the Registration Statement
which indicates that all securities offered thereby have been resold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.
Any statement contained in a previously filed document incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement herein modifies or supersedes
such statement; and any statement contained herein shall be deemed to be
modified or superseded to the extent that a statement in any document
subsequently filed, which is incorporated by reference herein, modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
SELLING SECURITY HOLDERS
The shares of Common Stock to which this Prospectus relates are being
registered for reoffers and resales by Selling Security Holders of the Company
who may acquire such shares pursuant to the exercise of options granted or to be
granted under the Plan. The Selling Security Holders named below may resell all,
a portion, or none of the shares that they acquire or may acquire pursuant to
the exercise of options under the Plan.
Participants under the Plan who are deemed to be "affiliates" of the
Company who acquire Common Stock under the Plan may be added to the Selling
Security Holders listed below from time to time, either by means of a
post-effective amendment to the Registration Statement or by use of a prospectus
supplement filed pursuant to Rule 424(c) under the Securities Act. An
"affiliate" is defined in Rule 405 under the Securities Act as a "person that
directly, or indirectly, through one or more intermediaries, controls, or is
controlled by, or is under common control with", the Company.
The following table sets forth certain information concerning the
Selling Security Holders as of the date of this Prospectus. Except as disclosed
in the table, none of the Selling Security Holders listed below has, or within
the past three years has had, any position, office or other material
relationship with the Company or any of its predecessors or affiliates.
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<TABLE>
<CAPTION>
Maximum Number of
Shares Subject to
Outstanding Options
Position With Which May Be
Name The Company Reoffered Hereby 1
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<S> <C> <C>
Leon Tempelsman President, Co- 254,050
Chairman of the
Board
Sheldon L. Ginsberg Executive Vice 69,300
President & Chief
Financial Officer
and Director
Robert Speisman Vice President - 55,800
Sales and Director
TOTAL: 379,150
</TABLE>
PLAN OF DISTRIBUTION
The shares are being sold by the Selling Security Holders for their own
accounts. The shares may be sold or transferred for value by the Selling
Security Holders, or by pledgees, donees, transferees or other successors in
interest to the selling stockholders, in one or more transactions on the
American Stock Exchange, in negotiated transactions or in a combination of such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at prices otherwise negotiated. The
Selling Security Holders may effect such transactions by selling the shares to
or through broker-dealers, and such broker-dealers may receive compensation in
the form of underwriting discounts, concessions or commissions from the Selling
Security Holders and/or the purchasers of the shares for whom such
broker-dealers may act as agent (which compensation may be less than or in
excess of customary commissions). The Selling Security Holders and any
broker-dealers that participate in the distribution of the Shares may be deemed
to be "underwriters" within the meaning of Section 2(11) of the Securities Act
and any commissions received by them and any profit on the resale of the Shares
sold by them may be deemed to be underwriting discounts and commissions under
the Securities Act.
There can be no assurance that any of the Selling Security Holders will
sell any or all of the shares of Common Stock offered by them hereunder.
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1 As of June 19, 1996. Does not constitute a commitment to sell any or
all of the stated number of shares of Common Stock. The number of
shares offered shall be determined from time to time by each Selling
Stockholder at his or her sole discretion.
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INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 145 of the Delaware General Corporation Law (the "GCL") grants
each corporation organized thereunder the power to indemnify its officers and
directors against liability for certain of their acts. Article VII of the
Company's Certificate of Incorporation requires the Company to indemnify all
persons whom it shall have the power to indemnify under Section 145 to the full
extent permitted thereunder. Article VIII of the Company's Certificate of
Incorporation provides, except to the extent prohibited by the GCL, that no
director of the Company shall be liable to the Company for monetary damages for
breach of fiduciary duty as a director. Pursuant to Article VI of the Company's
By-laws, the Company is required to indemnify its directors and executive
officers for their actions and omissions to the same extent as they would have
been insured under the terms of the Company's directors and officers liability
policy formerly in effect for the year September 26, 1984 through September 26,
1985.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company, the Company has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York.
LAZARE KAPLAN INTERNATIONAL INC.
Date: June 19, 1996 By: /s/ Sheldon L. Ginsberg
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Sheldon L. Ginsberg, Executive
Vice President and Chief
Financial Officer
Each person whose signature appears below hereby constitutes and appoints Leon
Tempelsman and Sheldon L. Ginsberg, and each of them, his true and lawful
attorney-in-fact, with full power of substitution and resubstitution, for him in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933, hereby ratifying and confirming all that such
attorneys-in-fact or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Date: June 19, 1996 By: /s/ Maurice Tempelsman
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Maurice Tempelsman, Director
Date: June 19, 1996 By: /s/ Leon Tempelsman
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Leon Tempelsman, President and
Director (Principal Executive
Officer)
Date: June 19, 1996 By: /s/ Sheldon L. Ginsberg
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Sheldon L. Ginsberg, Executive
Vice President and Chief
Financial Officer and Director
(Principal Accounting and
Financial Officer)
Date: June 19, 1996 By: /s/ Robert Speisman
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Robert Speisman, Director
Date: June 19, 1996 By: /s/ George R. Kaplan
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George R. Kaplan, Director
Date: June , 1996 By:
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Myer Feldman, Director
Date: June , 1996 By:
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Michael W. Butterwick, Director
Date: June 19, 1996 By: /s/ Lucien Burstein
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Lucien Burstein, Director
The foregoing constitute a majority of the directors.
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