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As filed with the Securities and Exchange Commission on November 14, 1997
Commission File No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
529 FIFTH AVENUE, NEW YORK NEW YORK 10017
(Address, including zip code of registrant's principal executive offices)
LAZARE KAPLAN INTERNATIONAL INC.
1997 LONG TERM STOCK INCENTIVE PLAN
(Full title of the plan)
Sheldon L. Ginsberg
Executive Vice President and Chief Financial Officer
Lazare Kaplan International Inc.
529 Fifth Avenue
New York, New York 10017
(212) 972-9700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With a copy to:
Warshaw Burstein Cohen Schlesinger & Kuh, LLP
555 Fifth Avenue
New York, New York 10017
(212) 984-7700
Attention: Frederick R. Cummings, Jr., Esq.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Proposed maximum Proposed maximum
Title of each class of Amount to be offering aggregate offering Amount of
securities to be registered registered price per share(2) price(2) registration fee(3)
- --------------------------- ---------- ------------------ -------- -------------------
<C> <C> <C> <C> <C>
Common Stock, 400,000 shares(1) $15.313 $6,125,000 $1,856
$1.00 par value
========================================================================================================================
</TABLE>
(1) The number of shares issuable pursuant to the Lazare Kaplan
International Inc. 1997 Long Term Stock Incentive Plan, whether pursuant to
stock based awards granted or to be granted thereunder or upon exercise of
options granted or to be granted thereunder, in each case subject to adjustment
for antidilution as provided therein.
(2) Calculated solely for the purposes of determining the amount of the
registration fee pursuant to Rule 457(h)(1) under the Securities Act of 1993,
the offering price is based upon the average high and low sales prices of the
Common Stock on the American Stock Exchange on November 11, 1997.
(3) The registration fee has been calculated, pursuant to Section 6(b)
of the Securities Act of 1933, as follows: one thirty- third of one percent of
the proposed maximum aggregate offering price of the shares of Common Stock
being registered hereby.
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PROSPECTUS
LAZARE KAPLAN INTERNATIONAL INC.
400,000 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 "1933 Act"), of the Company
(the "Selling Stockholders") who have acquired or may acquire such shares of
Common Stock upon (i) the receipt of a stock based award under the Lazare Kaplan
International Inc. 1997 Long Term Stock Incentive Plan (the "1997 Plan") or (ii)
the exercise of an option granted or to be granted under the 1997 Plan. The
maximum number of shares which may be offered or sold hereunder is subject to
adjustment in the event of stock splits or dividend, recapitalization and other
similar changes affecting the Company's Common Stock. It is anticipated that the
Selling Stockholders will offer shares of Common Stock for resale at prevailing
prices on the American Stock Exchange on the date of sale. The Company will
receive none 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 the individual Selling Stockholders will be borne by such Selling
Stockholders.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------
THE COMMON STOCK OFFERED BY THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS".
The date of this Prospectus is November 14, 1997.
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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 such offer or solicitation would be unlawful.
--------------------
TABLE OF CONTENTS
Page
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Available Information...................................................... 3
The Company................................................................ 3
Documents Incorporated by Reference........................................ 3
Risk Factors............................................................... 5
Selling Stockholders....................................................... 6
Plan of Distribution....................................................... 7
Description of Capital Stock............................................... 7
Legal Matters.............................................................. 8
Experts.................................................................... 8
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 principal office of the Commission,
Public Reference Room, 450 Fifth Street, N.W., Washington, DC 20549, and at the
regional offices of the Commission located at Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois, 60651-2511 and at Seven
World Trade Center, Suite 1300, New York, New York 10048. 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 Commission maintains a Web site
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The address
of such Web site is http:\\www.sec.gov. The Common Stock of the Company is
listed on the American Stock Exchange. Reports, proxy and information
statements, and other information concerning the Company can be inspected and
copied at the American Stock Exchange, 86 Trinity Place, New York, New York
10006
The Company has filed with the Commission a registration
statement (herein, together with all amendments thereto the "Registration
Statement") under the 1933 Act, as amended, 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 the exhibits filed as a part thereof, may be examined
without charge at the office of the Commission, and photocopies of such
Registration Statement, or any portion thereof, may be obtained upon payment of
the prescribed fee. 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, upon request, without charge to each
person to whom this Prospectus is delivered, a copy of any or all of the
documents incorporated herein by reference except for certain exhibits to such
documents. Requests for such copies should be directed to Chief Financial
Officer, Lazare Kaplan International Inc., 529 Fifth Avenue, New York, NY 10017,
telephone number (212) 972-9700. Any statement contained in a document
incorporated herein by reference shall be deemed to be modified or superseded
for all purposes to the extent that a statement contained in this Prospectus
modifies or replaces such statement.
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 following documents, which have been filed by the Company
with the Commission pursuant to the Exchange Act are incorporated by reference
into this Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended May 31, 1997.
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended August 31, 1997.
(c) The description of the Company's Common Stock set forth under
Item 1 of the Company's Registration Statement on Form 8-A, as filed
with the Commission on September 21, 1973, which incorporates by
reference the description set forth in the Prospectus, contained in the
Company's
3
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Registration Statement on Form S-1 filed with the Commission on August
28, 1972 (File No. 2-45510), under the caption "Description of Common
Stock."
All documents subsequently filed by the Company with the
Commission after the date of this Prospectus pursuant to Sections 13(a), 13(c),
14, and 15(d) of the Exchange Act and prior to the filing of a post-effective
amendment to this Prospectus, which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this Prospectus and to be part
hereof from the date of filing such documents; provided, however, that the
documents enumerated above or subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during
which the offering made by this Prospectus is in effect and prior to the filing
with the Commission of the Company's Annual Report on Form 10-K covering such
year, shall not be deemed to be incorporated by reference in this Prospectus or
be a part hereof from and after the filing of such Annual Report on Form 10-K.
Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
or in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
statement contained in this Prospectus shall be deemed to be modified or
superseded to the extent that a statement contained in a subsequently filed
document, which is or is deemed to be 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.
4
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RISK FACTORS
Potential purchasers of Common Stock should consider carefully
the following matters, as well as the other information contained in this
Prospectus, before deciding to purchase shares of Common Stock offered hereby.
Availability of Rough Diamonds. The Company's business is
dependent upon the availability of rough diamonds, the world's known sources of
which are highly concentrated. Historically, the Company's principal supplier of
rough diamonds has been the Diamond Trading Company (the "DTC"), which, based on
published reports, together with its affiliates, controls approximately 70 - 75%
of the value of world diamond output. The Company has been a client of the DTC
for over 50 years and believes its relations with the DTC are good. For the
three fiscal years ended May 31, 1997, 1996, and 1995, approximately 40%, 50%,
and 47%, respectively, of the Company's purchases of rough diamonds were from
the DTC. The Company has diversified its sources of supply over the last several
years by entering into arrangements with other suppliers of rough diamonds. This
diversification includes the expansion of purchasing of rough diamonds in
Africa, and expanding operations at its office in Antwerp to supplement the
Company's rough diamond buying needs by making purchases in the secondary
market. However, if there should be any interruption in the Company's
relationship with the DTC as its primary source supplier of rough diamonds, such
interruption could have a material adverse effect on the Company's operations.
The Company's sources of supply could also be adversely affected by political
and economic developments in producing countries over which the Company has no
control. See "--Risk of Foreign Operations"
Effect of Possible Diamond Supply and Price Fluctuations. Through
its control of the world's rough diamond supply and its own inventory, De Beers
Centenary AG, an affiliate of the DTC, can exert significant control over the
pricing of rough and polished diamonds. Global rough diamond pricing can be
affected positively or negatively by general economic conditions as well as by
imbalances in the supply of and demand for rough and/or polished diamonds. In
recent years, significant short-term increases of rough diamond supply have
reportedly originated from Russia and Angola. Should there be a material and
sudden increase in the availability of rough diamonds beyond the global
marketplaces' capacity to absorb, including increases in available diamonds from
such sources or from new sources, the Company and the diamond industry could be
materially adversely affected. Major fluctuations in the prices of rough and
polished diamonds have occurred in the past. Any large rapid increase in rough
diamond prices could materially adversely affect the Company's revenue and
operating margins if the increased cost cannot be passed along to the Company's
customers in a timely manner. Any rapid decrease in the price of polished
diamonds could materially adversely affect the Company in terms of inventory
losses and lower margins.
Risk of Foreign Operations. The world's sources of rough diamonds
are highly concentrated in a limited number of countries, including Angola,
Australia, Botswana, Ghana, Guinea, Namibia, Russia, Sierra Leone, South Africa
and Zaire. Varying degrees of political and economic risk exist in these
countries. As a consequence, the diamond business is subject to various
sovereign risks beyond the industry's control, such as changes in laws and
policies affecting foreign trade and investment. In addition, the Company is
subject to various political and economic risks, including the instability of
foreign economies and governments, labor disputes, war and civil disturbances
and other risks that could cause production difficulties or stoppages, restrict
the movement of inventory or result in the deprivation or loss of contract
rights or the taking of property by nationalization or expropriation without
fair compensation.
Luxury Product. The Company produces a luxury product that it
sells domestically and internationally primarily to quality retailers. Consumers
purchase polished diamonds with discretionary, disposable income. Consumer
purchasing patterns can be influenced by general economic conditions in
consuming countries, employment levels and consumer confidence. A negative trend
in any of these items could have a material adverse effect on the Company.
5
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Dependence on Key Personnel. The success of the Company is highly
dependent upon the efforts of Maurice and Leon Tempelsman, the loss of whose
combined services would have a material adverse effect on the Company.
Limited Trading Market and Possible Volatility of Common Stock
Prices. Although the Common Stock has been traded on the American Stock Exchange
since 1972, trading activity of the Common Stock has been limited, totalling
approximately 170,000 shares per month on average over the 12 months ended
September 30, 1997. Accordingly, this low trading volume may have had a
significant effect on the market price of the Common Stock, and historic prices
may not necessarily be indicative of market price in a more liquid market.
Control by Existing Stockholders. Maurice Tempelsman, the
Chairman of the Board of the Company, and his son, Leon Tempelsman, the
Vice-Chairman and President of the Company (Maurice Tempelsman and Leon
Tempelsman, collectively the "Tempelsmans"), together beneficially own 3,601,873
shares, or approximately 42% of the Company's Common Stock outstanding. As a
result of the ownership of such shares, the Tempelsmans have significant ability
to control the election of all of the Company's directors, to determine the
outcome of all corporate actions requiring stockholder approval, and otherwise
to control the Company's business.
SELLING STOCKHOLDERS
The shares of Common Stock to which this Prospectus relates are
being registered for reoffers and resales by the Selling Stockholders of the
Company who may acquire such shares upon (i) the receipt of an award under the
1997 Plan or (ii) the exercise of an option granted or to be granted under the
1997 Plan. The Selling Stockholders named below may resell all, or a portion, or
none of the shares of Common Stock they have acquired or may acquire as
aforesaid.
Participants under the 1997 Plan who are deemed to be
"affiliates" of the Company who acquire Common Stock under the Plan may be added
to the Selling Stockholders 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 1933 Act. An "affiliate" is
defined in Rule 405 under the 1933 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 Stockholders as of the date of this Prospectus. Except as otherwise
noted, none of the Selling Stockholders listed below has or within the past
three years had any other position, office or other material relationship with
the Company or any of its predecessors or affiliates.
6
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<TABLE>
<CAPTION>
Maximum Number of
Shares Subject to
Outstanding Awards
Name of Position with Which May Be
Selling Stockholders the Company Reoffered Hereby(1)
- -------------------- ------------------------ -------------------
<S> <C> <C>
Leon Tempelsman Vice Chairman of the --
Board of Directors,
President and Director
Sheldon L. Ginsberg Executive Vice President, --
Chief Financial Officer
and Director
Robert Speisman Vice President- Sales --
and Director
</TABLE>
PLAN OF DISTRIBUTION
The shares of Common Stock are being sold by the Selling
Stockholders for their own accounts. The shares may be sold or transferred for
value by the Selling Stockholders, 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 the market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at prices otherwise
negotiated. The Selling Stockholders may effect such transactions by selling the
shares of Common Stock to or through broker-dealers, and such broker-dealers may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Stockholders 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 the customary commissions). The Selling Stockholders 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 1933 Act
and any commissions received by them and any profit on the resale of the shares
of Common Stock sold by them may be deemed to be underwriting discounts and
commissions under the 1933 Act.
There can be no assurances that any of the Selling Stockholders
will sell any or all of the shares of Common Stock offered by them hereunder.
DESCRIPTION OF THE CAPITAL STOCK
The Company's authorized capital stock consists of 10,000,000
shares of Common Stock, $1.00 par value and 5,000,000 shares of Preferred Stock,
$.01 par value. The terms and conditions of the Company's Common Stock and
Preferred Stock are governed by the laws of the state of Delaware as well as by
the Company's Certificate of Incorporation and the By-Laws.
Holders of shares of Common Stock are entitled to one vote for
each share held of record on all matters submitted to a vote of stockholders.
Stockholders do not have cumulative voting rights. Each share of
- --------
(1) As of October 31, 1997. 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 sole
discretion.
7
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Common Stock is entitled to share equally in such dividends as the Board of
Directors, in its discretion, may validly declare from funds legally available
therefor. In the event of liquidation, each outstanding share of Common Stock
entitles its holder to participate ratably in the assets remaining after payment
of liabilities and obligations, if any, to holders of the Company's preferred
stock then outstanding.
Stockholders have no preemptive rights or other rights to
subscribe for or purchase additional shares of any class of capital stock or any
other securities of the Company and there are no redemption or sinking fund
provisions with regard to the Common Stock or any conversion rights. All
outstanding shares of Common Stock are, and those offered hereby will be,
validly issued, fully paid and nonassessable.
LEGAL MATTERS
Certain matters with respect to the shares of the Common Stock
offered hereby will be passed upon for the Company of Warshaw Burstein Cohen
Schlesinger & Kuh, LLP, New York, New York.
EXPERTS
The consolidated financial statements of Lazare Kaplan
International Inc. incorporated by reference in its Annual Report (Form 10-K)
for the fiscal year ended May 31, 1997 and the related financial statement
schedule included therein, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon included or incorporated by
reference therein and incorporated herein by reference. Such consolidated
financial statements and the related financial statement schedule are
incorporated herein by reference in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.
8
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Lazare Kaplan
International Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") are incorporated by reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended May 31, 1997.
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended August 31, 1997.
(c) The description of the Company's Common Stock set forth under
Item 1 of the Company's Registration Statement on Form 8-A, as filed
with the Commission on September 21, 1973, which incorporates by
reference the description set forth in the Prospectus, contained in the
Company's Registration Statement on Form S-1 filed with the Commission
August 28, 1972 (File No. 2-45510), under the caption "Description of
Common Stock."
All documents subsequently filed by the Company with the Commission
after the date of this Registration Statement pursuant to Sections 13(a), 13(c),
14, and 15(d) of the Exchange Act and prior to the filing of a post-effective
amendment to this Registration Statement, which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be part hereof from the date of filing such documents;
provided, however, that the documents enumerated above or subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
in each year during which the offering made by this Registration Statement is in
effect and prior to the filing with the Commission of the Company's Annual
Report on Form 10-K covering such year, shall not be deemed to be incorporated
by reference in this Registration Statement or be a part hereof from and after
the filing of such Annual Report on Form 10-K.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any statement contained in this Registration Statement shall be
deemed to be modified or superseded to the extent that a statement contained in
a subsequently filed document, which is or is deemed to be 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 Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
II-1
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The following states the general effect of all statutes, charter
provisions, by-laws, contracts or other arrangements under which any
controlling person, director or officer of the Company is insured or
indemnified in any manner against liability which he may incur in his
capacity as such:
Section 145 of the Delaware General Corporation Law provides:
145. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS:
INSURANCE.
(a) A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right
of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was
unlawful.
(b) A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only
to the extent that the Court of Chancery or the court in which such
action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other
court shall deem proper.
(c) To the extent that a director, officer, employee or agent of
a corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in subsections (a) and (b)
of this section, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct
set forth in subsections (a) and (b) of this section. Such determination
shall be made (l) by a majority vote of the directors who are not
parties to such action, suit
II-2
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or proceeding, even though less than a quorum, or (2) if there are no
such directors, or, if such directors so direct, by independent legal
counsel in a written opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer
or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation
in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that
he is not entitled to be indemnified by the corporation as authorized in
this section. Such expenses (including attorneys' fees) incurred by
other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by,
or granted pursuant to, the other subsections of this section shall not
be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether
or not the corporation would have the power to indemnify him against
such liability under this section.
(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position
under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent
corporation if its separate existence had continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to any
employee benefit plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer, employee
or agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee, or agent with respect to
any employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner he reasonably believed to
be in the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not opposed to
the best interests of the corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by,
or granted pursuant to, this section shall, unless otherwise provided
when authorized or ratified, continue as to a person, who has ceased to
be a director, officer, employee or agent and shall inure to the benefit
of the heirs, executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemnification brought under this section or any bylaw,
agreement, vote of stockholders or disinterested directors, or
otherwise. The Court of Chancery may summarily determine a corporation's
obligation to advance expenses (including attorneys' fees).
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<PAGE>
The Certificate of Incorporation of the Company provides:
SEVENTH: The Corporation shall, to the fullest extent permitted
by Section 145 of the General Corporation Law of Delaware, as the same
may be amended and supplemented, indemnify any and all persons whom it
shall have power to indemnify under said section from and against any
and all of the expenses, liabilities or other matters referred to in or
covered by said section, and the indemnification provided for herein
shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit
of the heirs, executors and administrators of such a person.
The Certificate of Incorporation further provides:
EIGHTH: No director of the Corporation shall be personally liable
to the Corporation or its stockholders for monetary damages for breach
of his fiduciary duty as a director, provided that nothing contained
herein shall eliminate or limit the liability of a director (i) for any
breach of such director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law or any
amendment thereto of any successor thereto, or (iv) for any transaction
from which the director derived an improper personal benefit. Neither
the amendment nor repeal of this Article EIGHTH nor the adoption of any
provision of the certificate of incorporation inconsistent with this
Article EIGHTH, shall eliminate or reduce the effect of this Article
EIGHTH in respect of any matter occurring, or any cause of action, suit
or claim that, but for this Article EIGHTH would accrue or arise, prior
to such amendment, repeal or adoption of an inconsistent provision.
The By-Laws of the Company provide:
ARTICLE VI
INDEMNIFICATION
1. EXECUTIVE OFFICERS. The corporation shall indemnify its
executive officers and those of its subsidiaries to the same extent as
they would have been insured under the terms of an insurance policy
issued to the corporation by National Union Fire Insurance Company of
Pittsburgh, Pennsylvania for the policy year beginning September 26,
1984 and ending September 26, 1985 had such policy been in effect at the
time a claim is made against any such executive officers. The executive
officers of the corporation and its subsidiaries entitled to
indemnification pursuant to this Article VI, Section l, shall include
such persons who may hold the offices, either currently or in the
future, as were covered under the aforementioned policy in the policy
year indicated.
Any indemnification pursuant to this Article VI, Section l shall
be applicable to acts or omissions that occurred prior to the adoption
of this Article VI, Section l provided they would have been covered
under the insurance policy mentioned above. The right to indemnification
under this Article VI, Section l shall continue after any person has
ceased to serve in the capacity which would have entitled him to such
indemnification. Any subsequent repeal or amendment of this Article VI,
Section l or any provision hereof, which shall have the effect of
limiting, qualifying or restricting the powers or rights of
indemnification provided or permitted hereunder shall not, solely by
reason of such repeal or amendment, eliminate, restrict or otherwise
affect the right or power of the corporation to indemnify any person or
affect any right of indemnification of such person with respect to
claims made prior to such repeal or amendment.
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<PAGE>
<PAGE>
The indemnification provided under this Article VI, Section l
shall not be deemed exclusive of any other rights to which directors,
officers, agents or employees of the corporation may be entitled under
Article SEVENTH of the Certificate of Incorporation of the corporation,
or any agreement, vote of the stockholders or disinterested directors,
or otherwise.
The corporation shall have the right to impose, as conditions to
any indemnification provided or permitted pursuant to this Article VI,
Section l, such reasonable requirements and conditions as the Board of
Directors or stockholders may deem appropriate in each specific case and
circumstance, including but not limited to (i) that any counsel
representing the person to be indemnified in connection with the defense
or settlement of any action shall be selected by the corporation,
subject to the approval of the person to be indemnified, which consent
shall not be unreasonably withheld, (ii) that the corporation shall have
the right, at its option, to assume and control the defense or
settlement of any claim or proceeding made, initiated or threatened
against the person to be indemnified, and (iii) that the corporation
shall be subrogated, to the extent of any payments made by way of
indemnification, to all of the indemnified person's right of recovery,
and that the person to be indemnified shall execute all writings and do
everything necessary to assure such rights of subrogation to the
corporation.
2. OUTSIDE DIRECTORS. The corporation shall indemnify its outside
(i.e. non-officer) directors and those of its subsidiaries to the same
extent as they would have been insured under the terms of an insurance
policy issued to the corporation by National Union Fire Insurance
Company of Pittsburgh, Pennsylvania, for the policy year beginning
September 26, 1984 and ending September 26, 1985 had such policy been in
effect at the time a claim is made against any such outside director.
The outside directors of the corporation and its subsidiaries entitled
to indemnification pursuant to this Article VI, Section 2 shall include
such persons who may hold the offices, either currently or in the
future, as were covered under the aforementioned policy in the policy
year indicated.
Any indemnification pursuant to this Article VI, Section 2 shall
be applicable to acts or omissions that occurred prior to the adoption
of this Article VI, Section 2 provided they would have been covered
under the insurance policy mentioned above. The right to indemnification
under Article VI, Section 2 shall continue after any person has ceased
to serve in the capacity which would have entitled him to such
indemnification. Any subsequent repeal or amendment of this Article VI,
Section 2 or any provision hereof, which shall have the effect of
limiting, qualifying or restricting the powers or rights of
indemnification provided or permitted hereunder shall not, solely by
reason of such repeal or amendment, eliminate, restrict or otherwise
affect the right or power of the corporation to indemnify any person or
affect any right of indemnification of such person with respect to
claims made prior to such repeal or amendment.
The indemnification provided under this Article VI, Section 2
shall not be deemed exclusive of any other rights to which directors,
officers, agents or employees of the corporation may be entitled under
Article SEVENTH of the Certificate of Incorporation of the corporation,
or any agreement, vote of the stockholders or disinterested directors,
or otherwise.
The corporation shall have the right to impose, as conditions to
any indemnification provided or permitted pursuant to Article VI,
Section 2, such reasonable requirements and conditions as the Board of
Directors or stockholders may deem appropriate in each specific case and
circumstance, including but not limited to (i) that any counsel
representing the person to be indemnified in connection with the defense
or settlement of any action shall be selected by the corporation,
subject to the approval of the person to be indemnified, which consent
shall not be unreasonably withheld, (ii) that the corporation shall have
the right, at its option, to assume and control the defense or
settlement of any claim or proceeding made, initiated or threatened
against the person to be indemnified, and (iii) that the corporation
shall be subrogated, to the extent of any payments made by way of
indemnification, to all of the indemnified person's right of
II-5
<PAGE>
<PAGE>
recovery, and that the person to be indemnified shall execute all
writings and do everything necessary to assure such rights of
subrogation to the corporation.
3. EXECUTIVE OFFICERS AND DIRECTORS PRIOR TO APRIL 9, 1984. The
corporation shall indemnify its directors and executive officers and
those of its subsidiaries who were in office prior to April 9, 1984 to
the same extent as they would have been insured under the terms of an
insurance policy issued to the corporation by National Union Fire
Insurance Company of Pittsburgh, Pennsylvania for the policy year
beginning September 26, 1984 and ending September 26, 1985 had such
policy been in effect at the time a claim is made against any such
director or officer. The directors and officers of the corporation and
its subsidiaries entitled to indemnification pursuant to this Article
VI, Section 3 shall include such persons who held the offices as were
covered under the aforementioned policy in the policy year indicated.
Any indemnification pursuant to this Article VI, Section 3 shall
be applicable to acts or omissions that occurred prior to the adoption
of this Article VI, Section 3, provided they would have been covered
under the insurance policy mentioned above. The right to indemnification
under this Article VI, Section 3 shall continue after any person has
ceased to serve in the capacity which would have entitled him to such
indemnification hereunder. Any subsequent repeal or amendment of this
Article VI, Section 3 or any provision hereof, which shall have the
effect of limiting, qualifying or restricting the powers or rights of
indemnification provided or permitted hereunder shall not, solely by
reason of such repeal or amendment, eliminate, restrict or otherwise
affect the right or power of the corporation to indemnify any person or
affect any right of indemnification of such person with respect to
claims made prior to such repeal or amendment.
The indemnification provided under this Article VI, Section 3
shall not be deemed exclusive of any other rights to which directors,
officers, agents or employees of the corporation may be entitled under
Article SEVENTH of the Certificate of Incorporation of the corporation,
or any agreement, vote of the stockholders or disinterested directors,
or otherwise. The corporation shall have the right to impose, as
conditions to any indemnification provided or permitted pursuant to this
Article VI, Section 3, such reasonable requirements and conditions as
the Board of Directors or stockholders may deem appropriate in each
specific case and circumstance, including but not limited to (i) that
any counsel representing the person to be indemnified in connection with
the defense or settlement of any action shall be selected by the
corporation, subject to the approval of the person to be indemnified,
which consent shall not be unreasonably withheld, (ii) that the
corporation shall have the right, at its option, to assume and control
the defense or settlement of any claim or proceeding made, initiated or
threatened against the person to be indemnified, and (iii) that the
corporation shall be subrogated, to the extent of any payments made by
way of indemnification, to all of the indemnified person's right of
recovery, and that the person to be indemnified shall execute all
writings and do everything necessary to assure such rights of
subrogation to the corporation.
4. DIRECTORS. The corporation shall indemnify its existing
directors and those of its subsidiaries to the same extent as they would
have been insured under the terms of an insurance policy issued to the
corporation by National Union Fire Insurance Company of Pittsburgh,
Pennsylvania for the policy year beginning September 26, 1984 and ending
September 26, 1985 had such policy been in effect at the time a claim is
made against any such director. The directors of the corporation and its
subsidiaries entitled to indemnification pursuant to this Article VI,
Section 4 shall include such persons who may hold the offices, either
currently or in the future, as were covered under the aforementioned
policy in the policy year indicated.
Any indemnification pursuant to this Article VI, Section 4 shall
be applicable to acts or omissions that occurred prior to the adoption
of this Article VI, Section 4 provided they would have been covered
under the insurance policy mentioned above. The right to indemnification
under this Article VI, Section
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<PAGE>
4 shall continue after any person has ceased to serve in the capacity
which would have entitled him to such indemnification hereunder. Any
subsequent repeal or amendment of this Article VI, Section 4 or any
provision hereof, which shall have the effect of limiting, qualifying or
restricting the powers or rights of indemnification provided or
permitted hereunder shall not, solely by reason of such repeal or
amendment, eliminate, restrict or otherwise affect the right or power of
the corporation to indemnify any person or affect any right of
indemnification of such person with respect to claims made prior to such
repeal or amendment.
The indemnification provided under this Article VI, Section 4
shall not be deemed exclusive of any other rights to which directors,
officers, agents or employees of the corporation may be entitled under
Article SEVENTH of the Certificate of Incorporation of the corporation,
or any agreement, vote of the stockholders or disinterested directors,
or otherwise.
The corporation shall have the right to impose, as conditions to
any indemnification provided or permitted pursuant to this Article VI,
Section 4, such reasonable requirements and conditions as the Board of
Directors or stockholders may deem appropriate in each specific case and
circumstance, including but not limited to (i) that any counsel
representing the person to be indemnified in connection with the defense
or settlement of any action shall be selected by the corporation,
subject to the approval of the person to be indemnified, which consent
shall not be unreasonably withheld, (ii) that the corporation shall have
the right, at its option, to assume and control the defense or
settlement of any claim or proceeding made, initiated or threatened
against the person to be indemnified, and (iii) that the corporation
shall be subrogated, to the extent of any payments made by way of
indemnification, to all of the indemnified person's right of recovery,
and that the person to be indemnified shall execute all writings and do
everything necessary to assure such rights of subrogation to the
corporation.
5. SEVERABILITY. If any of the provisions of this Article VI, or
any part hereof, is hereafter construed to be invalid or unenforceable,
the same shall not affect the remaining provisions of this Article VI,
which shall remain in full effect without regard to the invalid portion
or portions.
In addition, the By-Laws provide that the Company has the
authority to obtain liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<C> <S> <C>
4 Instruments defining the rights of security holders, including indentures
4.1(a) (i) Certificate of Incorporation of the Company, as
amended (incorporated by reference to Exhibit 3(a)
to Company's Annual Report on Form 10-K for the
fiscal year ended May 31, 1987 filed with the
Commission on August 26, 1987, as amended January
14, 1988).
(ii) Certificate of Amendment of the Certificate of
Incorporation filed with the Secretary of State of
the State of Delaware on November 1, 1990
(incorporated by reference to Exhibit 3(b) to
Company's Annual Report on Form 10-K for the fiscal
year ended May 31, 1992 filed with the Commission
on August 28, 1992).
</TABLE>
II-7
<PAGE>
<PAGE>
<TABLE>
<C> <S> <C>
(iii) Certificate of Amendment of the Certificate of
Incorporation filed with the Secretary of State of
the State of Delaware on November 6, 1997*
4.1(b) Certificate of Designations of Series A Junior
Participating Preferred Stock filed with the Secretary of
State of the State of Delaware on November 6, 1997*
4.2 By-Laws of the Company, as currently in effect
(incorporated by reference to Exhibit 3(ii) to Company's
Registration Statement on Form S-1 filed with the
Commission on August 28 1972).
4.3 Form of certificate representing shares of the Company's
Common Stock (incorporated by reference to Exhibit 4(a) to
Amendment No. 1 to Registration Statement on Form S-2
filed with the Commission on October 4, 1990).
4.4 The Lazare Kaplan International Inc. 1997 Long Term Stock
Incentive Plan (incorporated by reference to Appendix A to
the Company's proxy statement for its Annual Meeting of
Stockholders held on November 5, 1997, as filed with the
Commission on September 19, 1997).
4.5(a) Form of Incentive Stock Option Agreement for options
granted pursuant to the Lazare Kaplan International Inc.
1997 Long Term Stock Incentive Plan.*
4.5(b) Form of Non-Qualified Stock Option Agreement for options
granted pursuant to the Lazare Kaplan International Inc.
1997 Long Term Stock Incentive Plan.*
5 Opinion re legality
5.1 Opinion of Warshaw Burstein Cohen Schlesinger & Kuh, LLP*
15 Letter on unaudited interim financial information - not applicable
23 Consent of experts and counsel
23.1 Consent of Warshaw Burstein Cohen Schlesinger & Kuh, LLP (contained in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP*
24 Power of attorney (contained in the signature pages hereto)*
</TABLE>
- ----------
*Filed herewith
ITEM 9. UNDERTAKINGS.
The Company will:
(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to
include any additional or changed material information on the plan of
distribution;
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<PAGE>
(2) For determining liability under the Securities Act of 1933
(the "Securities Act"), treat each post-effective amendment as a new
registration statement of the securities offered, and the offering of
the securities at that time to be the initial bona fide offering; and
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
II-9
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<PAGE>
SIGNATURES
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 on November 13, 1997.
LAZARE KAPLAN INTERNATIONAL INC.
By:/s/ Sheldon L. Ginsberg
_________________________________
Sheldon L. Ginsberg,
Executive Vice President and
Chief Financial Officer
(principal financial and
accounting officer)
II-10
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<PAGE>
Each person whose signature appears below hereby constitutes and
appoints Leon Tempelsman and Lucien Burstein, 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 either 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 in the
capacities indicated and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
/s/ Maurice Tempelsman Chairman of the Board November 13, 1997
- ----------------------------- of Directors
Maurice Tempelsman
/s/ Leon Tempelsman Vice Chairman of the November 13, 1997
- ----------------------------- Board of Directors
Leon Tempelsman
/s/ George R. Kaplan Vice Chairman of the November 13, 1997
- ----------------------------- Board of Directors
George R. Kaplan
/s/ Lucien Burstein Director November 13, 1997
- -----------------------------
Lucien Burstein
/s/ Myer Feldman Director November 13, 1997
- -----------------------------
Myer Feldman
Director November 13, 1997
- -----------------------------
Michael W. Butterwick
/s/ Sheldon L. Ginsberg Director November 13, 1997
- -----------------------------
Sheldon L. Ginsberg
/s/ Robert Speisman Director November 13, 1997
- -----------------------------
Robert Speisman
</TABLE>
II-11
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.1(a)(iii) Certificate of Amendment of the Certificate of Incorporation
filed with the Secretary of State of the State of Delaware on
November 6, 1997
4.1(b) Certificate of Designations of Series A Junior Participating
Preferred Stock filed with the Secretary of State of the State of
Delaware on November 6, 1997
4.5(a) Form of Incentive Stock Option Agreement for options granted
pursuant to the Lazare Kaplan International Inc. 1997 Long Term
Stock Incentive Plan.
4.5(b) Form of Non-Qualified Stock Option Agreement for options granted
pursuant to the Lazare Kaplan International Inc. 1997 Long Term
Stock Incentive Plan.
5.1 Opinion of Warshaw Burstein Cohen Schlesinger & Kuh, LLP
23.2 Consent of Ernst & Young LLP
<PAGE>
<PAGE>
Exhibit 4.1(a)
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
LAZARE KAPLAN INTERNATIONAL INC.
pursuant to Section 242 of the General Corporation Law
of the State of Delaware
It is hereby certified that:
1. The name of the Corporation is Lazare Kaplan International Inc.
(the "Corporation").
2. That Article FOURTH of the Certificate of Incorporation is
amended to read as follows:
"FOURTH: (a) The aggregate number of shares which the Corporation
shall have the authority to issue is twenty-five million (25,000,000)
shares, which shall consist of twenty million (20,000,000) shares of
common stock, $1.00 par value ("Common Shares"), and five million
(5,000,000) shares of preferred stock, $.01 par value ("Preferred
Shares"). Except as otherwise provided in accordance with this
Certificate of Incorporation, the Common Shares shall have unlimited
voting rights, with each Common Share being entitled to one vote, and
the right to receive the net assets of the Corporation upon dissolution,
with each Common Share participating on a pro rata basis.
(b) The Board of Directors is authorized, from time to
time and without stockholder action, to provide for the issuance of
Preferred Shares in one or more series not exceeding in the aggregate
the number of Preferred Shares authorized by this Certificate of
Incorporation, as amended from time to time; and to determine with
respect to each such series the voting powers, if any (which voting
powers, if granted, may be full or limited), designations, preferences
and relative, participating, option or other special rights, and the
qualifications, limitations or restrictions relating thereto, including
without limiting the generality of the foregoing (i) the voting rights,
if any, relating to Preferred Shares of any series (which may be one or
more votes per share or a fraction of a vote per share or no vote per
share, which may vary over time and which may be applicable generally or
only upon the happening and continuance of stated events or conditions),
(ii) the rate of dividend, if any, to which holders of Preferred Shares
of any series may be entitled (which may be cumulative or
noncumulative), (iii) the rights of holders of Preferred Shares of any
series in the event of liquidation, dissolution or winding up of the
affairs of the Corporation, (iv) the rights, if any, of holders of
Preferred Shares of any series to convert or exchange such Preferred
Shares of such series for shares of any other class or series of capital
stock, or for any other securities, property or assets, of the
Corporation or any subsidiary (including the determination of the price
or prices or the rate or rates applicable to such rights to convert or
exchange and the adjustment thereof, and the time or times during which
a particular price or rate shall be applicable), (v) whether or not the
Preferred Shares of any series shall be redeemable and, if so, the terms
and conditions of such redemption, including the date or dates upon or
after which they shall be redeemable, and the amount per share payable
in case of redemptions, which amount may vary under different conditions
and at different dates, and (vi) whether any Preferred Shares of any
series shall be redeemed pursuant to a retirement or sinking fund or
otherwise and the terms and conditions of such obligation.
(c) Before the Corporation shall issue any Preferred
Shares of any series, a Certificate of Designations fixing the voting
powers, designations, preferences, the relative, participating, option
or other rights, if any, and the qualifications, limitations and
restrictions, if any, relating to the Preferred Shares of such series,
and the number of Preferred Shares of such series authorized by the
Board of Directors to be issued shall be filed with the Secretary of
State of the State of Delaware in accordance with
<PAGE>
<PAGE>
the Delaware General Corporation Law and shall become effective without
any stockholder action. The Board of Directors is further authorized to
increase or decrease (but not below the number of Preferred Shares of
any series then outstanding) the number of shares of such series
subsequent to the issuance of shares of such series."
3. That such amendment has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its Executive Vice President and attested to by its
Secretary this 5th day of November, 1997.
/s/ Sheldon L. Ginsberg
_____________________________
Sheldon L. Ginsberg
Executive Vice President
Attest:
/s/ Lucien Burstein
_____________________________
Lucien Burstein
Secretary
2
<PAGE>
<PAGE>
Exhibit 4.1(b)
CERTIFICATE OF DESIGNATIONS
of
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
of
LAZARE KAPLAN INTERNATIONAL INC.
(Pursuant to Section 151 of the
Delaware General Corporation Law)
--------------------------------------
Lazare Kaplan International Inc., a corporation organized and
existing under the General Corporation Law of the State of Delaware (hereinafter
called the "Corporation"), hereby certifies that the following resolution was
adopted by the Board of Directors of the Corporation as required by Section 151
of the General Corporation Law at a meeting duly called and held on July 31,
1997:
RESOLVED, that pursuant to the authority granted to and vested in
the Board of Directors of this Corporation (hereinafter called the "Board of
Directors" or the "Board") in accordance with the provisions of the Certificate
of Incorporation, the Board of Directors hereby creates a series of Preferred
Stock, par value $.01 per share (the "Preferred Stock"), of the Corporation and
hereby states the designation and number of shares, and fixes the relative
rights, preferences, and limitations thereof as follows:
Series A Junior Participating Preferred Stock:
Section 1. Designation and Amount. The shares of such series
shall be designated as "Series A Junior Participating Preferred Stock" (the
"Series A Preferred Stock") and the number of shares constituting the Series A
Preferred Stock shall be 1,000,000. Such number of shares may be increased or
decreased by resolution of the Board of Directors; provided, that no decrease
shall reduce the number of shares of Series A Preferred Stock to a number less
than the number of shares then outstanding plus the number of shares reserved
for issuance upon the exercise of outstanding options, rights or warrants or
upon the conversion of any outstanding securities issued by the Corporation
convertible into Series A Preferred Stock.
Section 2. Dividends and Distributions.
(A) Subject to the rights of the holders of any shares of any
series of Preferred Stock (or any similar stock) ranking prior and
superior to the Series A Preferred Stock with respect to dividends, the
holders of shares of Series A Preferred Stock, in preference to the
holders of Common Stock, par value $1.00 per share (the "Common Stock"),
of the Corporation, and of any other junior stock, shall be entitled to
receive, when, as and if declared by the Board of Directors out of funds
legally available for the purpose, quarterly dividends payable in cash
on the first day of March, June, September and December in each year
(each such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly Dividend Payment Date
after the first issuance of a share or fraction of a share of Series A
Preferred Stock, in an amount per share (rounded to the nearest cent)
equal to the greater of (a) $1.00 or (b) subject to the provision for
adjustment hereinafter set forth, 100 times the aggregate per share
amount of all cash dividends, and 100 times the aggregate per share
amount (payable
<PAGE>
<PAGE>
in kind) of all non-cash dividends or other distributions, other than a
dividend payable in shares of Common Stock or a subdivision of the
outstanding shares of Common Stock (by reclassification or otherwise),
declared on the Common Stock since the immediately preceding Quarterly
Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of a
share of Series A Preferred Stock. In the event the Corporation shall at
any time declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of
Common Stock) into a greater or lesser number of shares of Common Stock,
then in each such case the amount to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event under
clause (b) of the preceding sentence shall be adjusted by multiplying
such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(B) The Corporation shall declare a dividend or distribution on
the Series A Preferred Stock as provided in paragraph (A) of this
Section immediately after it declares a dividend or distribution on the
Common Stock (other than a dividend payable in shares of Common Stock);
provided that, in the event no dividend or distribution shall have been
declared on the Common Stock during the period between any Quarterly
Dividend Payment Date and the next subsequent Quarterly Dividend Payment
Date, a dividend of $1.00 per share on the Series A Preferred Stock
shall nevertheless be payable on such subsequent Quarterly Dividend
Payment Date.
(C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares,
unless the date of issue of such shares is prior to the record date for
the first Quarterly Dividend Payment Date, in which case dividends on
such shares shall begin to accrue from the date of issue of such shares,
or unless the date of issue is a Quarterly Dividend Payment Date or is a
date after the record date for the determination of holders of shares of
Series A Preferred Stock entitled to receive a quarterly dividend and
before such Quarterly Dividend Payment Date, in either of which events
such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not
bear interest. Dividends paid on the shares of Series A Preferred Stock
in an amount less than the total amount of such dividends at the time
accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The
Board of Directors may fix a record date for the determination of
holders of shares of Series A Preferred Stock entitled to receive
payment of a dividend or distribution declared thereon, which record
date shall be not more than 60 days prior to the date fixed for the
payment thereof.
Section 3. Voting Rights. The holders of shares of Series A
Preferred Stock shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set
forth, each share of Series A Preferred Stock shall entitle the holder
thereof to 100 votes on all matters submitted to a vote of the
stockholders of the Corporation. In the event the Corporation shall at
any time declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of
Common Stock) into a greater or lesser number of shares of Common Stock,
then in each such case the number of votes per share to which holders of
shares of Series A Preferred Stock were entitled immediately prior to
such event shall be adjusted by multiplying such number by a fraction,
the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately
prior to such event.
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(B) Except as otherwise provided herein, in any other Certificate
of Designations creating a series of Preferred Stock or any similar
stock, or by law, the holders of shares of Series A Preferred Stock and
the holders of shares of Common Stock and any other capital stock of the
Corporation having general voting rights shall vote together as one
class on all matters submitted to a vote of stockholders of the
Corporation.
(C) Except as set forth herein, or as otherwise provided by law,
holders of Series A Preferred Stock shall have no special voting rights
and their consent shall not be required (except to the extent they are
entitled to vote with holders of Common Stock as set forth herein) for
taking any corporate action.
Section 4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided in
Section 2 are in arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared, on shares of
Series A Preferred Stock outstanding shall have been paid in full, the
Corporation shall not:
(i) declare or pay dividends, or make any other
distributions, on any shares of stock ranking junior (either as
to dividends or upon liquidation, dissolution or winding up) to
the Series A Preferred Stock;
(ii) declare or pay dividends, or make any other
distributions, on any shares of stock ranking on a parity (either
as to dividends or upon liquidation, dissolution or winding up)
with the Series A Preferred Stock, except dividends paid ratably
on the Series A Preferred Stock and all such parity stock on
which dividends are payable or in arrears in proportion to the
total amounts to which the holders of all such shares are then
entitled;
(iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the
Series A Preferred Stock, provided that the Corporation may at
any time redeem, purchase or otherwise acquire shares of any such
junior stock in exchange for shares of any stock of the
Corporation ranking junior (either as to dividends or upon
dissolution, liquidation or winding up) to the Series A Preferred
Stock; or
(iv) redeem or purchase or otherwise acquire for
consideration any shares of Series A Preferred Stock, or any
shares of stock ranking on a parity with the Series A Preferred
Stock, except in accordance with a purchase offer made in writing
or by publication (as determined by the Board of Directors) to
all holders of such shares upon such terms as the Board of
Directors, after consideration of the respective annual dividend
rates and other relative rights and preferences of the respective
series and classes, shall determine in good faith will result in
fair and equitable treatment among the respective series or
classes.
(B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any
shares of stock of the Corporation unless the Corporation could, under
paragraph (A) of this Section 4, purchase or otherwise acquire such
shares at such time and in such manner.
Section 5. Reacquired Shares. Any shares of Series A Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and canceled promptly after the acquisition thereof.
All such shares shall upon their cancellation become authorized but unissued
shares of Preferred Stock and may be reissued as part of a new series of
Preferred Stock subject to the conditions and restrictions on issuance set forth
herein, in the Certificate of Incorporation, or in any other Certificate of
Designations creating a series of Preferred Stock or any similar stock or as
otherwise required by law.
3
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Section 6. Liquidation, Dissolution or winding Up. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received $100 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment, provided that the holders of shares of Series A
Preferred Stock shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 100
times the aggregate amount to be distributed per share to holders of shares of
Common Stock, or (2) to the holders of shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred Stock, except distributions made ratably on the Series A
Preferred Stock and all such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up. In the event the Corporation shall at any time
declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the aggregate amount to which
holders of shares of Series A Preferred Stock were entitled immediately prior to
such event under the proviso in clause (1) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
Section 7. Consolidation, Merger, etc. In case the Corporation
shall enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or changed into other stock
or securities, cash and/or any other property, then in any such case each share
of Series A Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
Section 8. No Redemption. The shares of Series A Preferred Stock
shall not be redeemable.
Section 9. Rank. The Series A Preferred Stock shall rank, with
respect to the payment of dividends and the distribution of assets, junior to
all series of any other class of the Corporation's Preferred Stock.
Section 10. Amendment. The Certificate of Incorporation of the
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series A Preferred Stock
so as to affect them adversely without the affirmative vote of the holders of at
least two-thirds of the outstanding shares of Series A Preferred Stock, voting
together as a single class.
4
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IN WITNESS WHEREOF, this Certificate of Designations is executed
on behalf of the Corporation by its Executive Vice President and Chief Financial
Officer and attested by its Secretary this 5th day of November, 1997.
/s/ Sheldon L. Ginsberg
_________________________
Sheldon L. Ginsberg,
Executive Vice President and
Chief Financial Officer
Attest:
/s/ Lucien Burstein
_________________________
Lucien Burstein
Secretary
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Exhibit 4.5(a)
[Form of Incentive Stock Option Agreement]
LAZARE KAPLAN INTERNATIONAL INC.
529 Fifth Avenue
New York, New York 10017
Dated:
TO:
Dear
The Stock Option Plan Committee (the "Committee") is pleased to
inform you that you are hereby granted an "incentive stock option" to purchase
from the Company __________ shares of the common stock ($1.00) par value of the
Company, on the terms and subject to the conditions contained herein and in the
1997 Long Term Stock Incentive Plan (the "Plan"), a copy of which is attached
hereto and which is incorporated hereby by reference and made a part hereof. The
option price is $__________ per share. This option will expire [five] [ten]
years from the date hereof, subject to earlier termination as provided in the
Plan. The shares subject to this option are exercisable as follows:
Date Number of Shares
---- ----------------
[insert] [insert]
The right to purchase shares pursuant to this option is
cumulative, so that when the right to purchase any shares has accrued, such
shares may be purchased at any time or from time to time thereafter until
termination or expiration of this option.
At the time of exercise of this option, [or a portion of this
option] payment of the exercise price in full in cash shall be made for all the
shares then being purchased provided however, at the option of the Committee, in
its sole discretion, all or a portion of the exercise price may be paid in
shares of common stock of the Company.
Notwithstanding any provision herein to the contrary, to the
extent (pursuant to Section 422(d) of the Internal Revenue Code 1986, as
amended) that the aggregate fair market value of stock (determined as of the
date of grant) with respect to which incentive stock options are exercisable by
you for the first time during any calendar year exceeds $100,000, such options
shall be treated as options which are not incentive stock options.
Your acceptance of this option shall constitute your specific
agreement to notify the Company if you sell or otherwise dispose of the shares
of common stock transferred to you pursuant to the exercise of this option,
within two (2) years from date of the granting of this option or within one (1)
year of the transfer of the shares to you pursuant to the exercise of this
option. Within ten days of such sale or other disposition, such notice shall be
furnished in writing to the Company, at 529 Fifth Avenue, New York, New York
10017, attention of Sheldon L. Ginsberg, Executive Vice President and Chief
Financial Officer.
No share of common stock subject to this option shall be issued
prior to compliance with all requirements under applicable laws, rules and
regulations and agreements with any national securities exchange on which the
common stock is listed. Furthermore, prior to the issuance of any shares upon
the exercise or surrender of all or any part of this option, you shall be
required, upon the request of the Committee, to give a representation
<PAGE>
<PAGE>
in writing that you are acquiring such shares for your own account for
investment and not with a view to, or for sale in connection with, the
distribution of such shares or any part thereof.
This option may not be transferred in any manner other than by
will or the laws of descent and distribution or as provided under the terms of
the Plan and may be exercised only by you during your lifetime or as provided
under the terms of the Plan. The terms of this option and of the Plan shall be
binding upon your executors, administrators, legatees and distributees.
Further, pursuant to the power of the Committee, in its absolute
discretion (pursuant to Section 3(d) of the Plan) to determine the terms and
conditions of this option, your acceptance of this option shall constitute your
specific agreement (a) to remain in the employ of the Company or a subsidiary of
the Company for at least one year from the date hereof, but in no event later
than your 70th birthday, and (b) to refrain from engaging in the business of
cutting, polishing, marketing and/or trading in diamonds, directly or
indirectly, for a period of two years after your employment by the Company or a
subsidiary shall terminate. If you fail to comply with clause (a) of this
paragraph, the Committee, in its discretion, may (i) cancel this option, (ii)
require you to resell to the Company all shares purchased pursuant to this
option at the option exercise price, (iii) require you to repay to the Company
the difference between the option exercise price paid and the proceeds from the
sale of the shares received on exercise of the option, and/or (iv) require you
to repay to the Company any amounts paid to you upon the surrender of all or
part of this option. If you fail to comply with clause (b) of this paragraph,
then with respect to this option and any other option granted to you within the
last five years of your employment with the Company or any subsidiary, the
Committee, in its discretion, may (i) cancel such options, (ii) require you to
resell to the Company all shares purchased pursuant to such options at the
exercise price, (iii) require you to repay to the Company the difference between
the option exercise price paid and the proceeds from the sale of the shares
received on exercise of the option, and/or (iv) require you to repay to the
Company any amounts paid to you upon the surrender of all or part of such
options.
The Committee shall have the right, in its absolute and
uncontrolled discretion, to alter or amend this option agreement from time to
time, in any manner for the purpose of promoting the objectives of the Plan, but
only if all options granted pursuant to the Plan which are in effect and not
wholly exercised at the time of such alteration or amendment shall also be
similarly altered or amended with substantially the same effect, provided,
however, that such amendment or alteration shall not in any way change the
number of shares for which this option is granted nor the option price thereof.
It is intended by the Company that this shall be an "incentive stock option".
However, the Company shall not have any liability if it is determined for any
reason by the Internal Revenue Service or any court having jurisdiction that
this option is not an incentive stock option pursuant to Section 422 of the
Internal Revenue Code or any successor statute or regulation.
If any one or more of the provisions contained in this Option
Agreement, or any part of them, is hereafter construed to be invalid and
unenforceable, the same shall not affect the remainder of such provisions, which
shall be given full effect regardless of the invalid portions. If the courts of
any one or more jurisdictions shall hold all or any provision contained in this
Option Agreement wholly unenforceable by reason of the breadth or scope thereof
or otherwise, such determination shall not bar or in any way affect the
enforceability of such provisions in the courts of any other jurisdictions, the
above provisions as they relate to each jurisdiction being, for this purpose,
severable into diverse and independent provisions. If the provision contained in
this Option Agreement is held to be unenforceable by reason of the duration,
breadth or scope thereof, or for any other reason susceptible to correction by
modification, the tribunal making such determination shall have the power to
reduce the duration, breath, and/or scope or make such other modification in
such unenforceable provision as it shall deem necessary and such provision, in
its reduced or modified form, shall then be enforceable.
Your signature hereon will constitute your acknowledgement of
receipt of a copy of the Plan, your acceptance of this option and your agreement
to the terms and provisions hereof. This option shall become void and of no
force and effect whatsoever unless within 21 days from the date hereof you
return to the Company, at 529 Fifth Avenue, New York, New York 10017, attention
of Sheldon L. Ginsberg, Executive Vice President and Chief Financial Officer, a
copy of this option agreement signed by you.
2
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The Company is pleased that you are accorded the privilege of
participating in the Plan. As you will understand, this option is in recognition
of the responsible position which you hold in the Company and the purpose of
this option is to offer you an additional incentive to motivate you to put forth
maximum effort on behalf of the Company.
Sincerely yours,
LAZARE KAPLAN INTERNATIONAL INC.
By:_____________________________
Leon Tempelsman, President
Received, Accepted and
Agreed to:
____________________________
Grantee of the above
described option
3
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Exhibit 4.5(b)
[Form of Non-Qualified Stock Option Agreement]
LAZARE KAPLAN INTERNATIONAL INC.
529 Fifth Avenue
New York, New York 10017
Dated:
TO:
Dear
The Stock Option Plan Committee (the "Committee") is pleased to
inform you that you are hereby granted a "non qualified stock option" to
purchase from the Company __________ shares of the common stock ($1.00) par
value of the Company, on the terms and subject to the conditions contained
herein and in the 1997 Long Term Stock Incentive Plan (the "Plan"), a copy of
which is attached hereto and which is incorporated hereby by reference and made
a part hereof. The option price is $__________ per share. This option will
expire [five] [ten] years from the date hereof, subject to earlier termination
as provided in the Plan. The shares subject to this option are exercisable as
follows:
Date Number of Shares
---- ----------------
[insert] [insert]
The right to purchase shares pursuant to this option is
cumulative, so that when the right to purchase any shares has accrued, such
shares may be purchased at any time or from time to time thereafter until
termination or expiration of this option.
At the time of exercise of this option, [or a portion of this
option] payment of the exercise price in full in cash shall be made for all the
shares then being purchased provided however, at the option of the Committee, in
its sole discretion, all or a portion of the exercise price may be paid in
shares of common stock of the Company.
No share of common stock subject to this option shall be issued
prior to compliance with all requirements under applicable laws, rules and
regulations and agreements with any national securities exchange on which the
common stock is listed. Furthermore, prior to the issuance of any shares upon
the exercise or surrender of all or any part of this option, you shall be
required, upon the request of the Committee, to give a representation in writing
that you are acquiring such shares for your own account for investment and not
with a view to, or for sale in connection with, the distribution of such shares
or any part thereof.
As a condition of delivery of the shares of common stock subject
to this option, you shall remit or, in appropriate cases, shall agree to remit
when due, an amount in cash sufficient to satisfy all current or estimated
future Federal, state and local withholding tax and employment tax requirements
relating thereto.
This option may not be transferred in any manner other than by
will or the laws of descent and distribution or as provided under the terms of
the Plan and may be exercised only by you during your lifetime or as provided
under the terms of the Plan. The terms of this option and of the Plan shall be
binding upon your executors, administrators, legatees and distributees.
<PAGE>
<PAGE>
Further, pursuant to the power of the Committee, in its absolute
discretion (pursuant to Section 3(d) of the Plan) to determine the terms and
conditions of this option, your acceptance of this option shall constitute your
specific agreement (a) to remain in the employ of the Company or a subsidiary of
the Company for at least one year from the date hereof, but in no event later
than your 70th birthday, and (b) to refrain from engaging in the business of
cutting, polishing, marketing and/or trading in diamonds, directly or
indirectly, for a period of two years after your employment by the Company or a
subsidiary shall terminate. If you fail to comply with clause (a) of this
paragraph, the Committee, in its discretion, may (i) cancel this option, (ii)
require you to resell to the Company all shares purchased pursuant to this
option at the option exercise price (iii) require you to repay to the Company
the difference between the option exercise price paid and the proceeds from the
sale of the shares received on exercise of the option, and/or (iv) require you
to repay to the Company any amounts paid to you upon the surrender of all or
part of this option. If you fail to comply with clause (b) of this paragraph,
then with respect to this option and any other option granted to you within the
last five years of your employment with the Company or any subsidiary, the
Committee, in its discretion, may (i) cancel such options, (ii) require you to
resell to the Company all shares purchased pursuant to such options at the
exercise price, (iii) require you to repay to the Company the difference between
the option exercise price paid and the proceeds from the sale of the shares
received on exercise of the option, and/or (iv) require you to repay to the
Company any amounts paid to you upon the surrender of all or part of such
options.
The Committee shall have the right, in its absolute and
uncontrolled discretion, to alter or amend this option agreement from time to
time, in any manner for the purpose of promoting the objectives of the Plan, but
only if all options granted pursuant to the Plan which are in effect and not
wholly exercised at the time of such alteration or amendment shall also be
similarly altered or amended with substantially the same effect, provided,
however, that such amendment or alteration shall not in any way change the
number of shares for which this option is granted nor the option price thereof.
If any one or more of the provisions contained in this Option
Agreement, or any part of them, is hereafter construed to be invalid and
unenforceable, the same shall not affect the remainder of such provisions, which
shall be given full effect regardless of the invalid portions. If the courts of
any one or more jurisdictions shall hold all or any provision contained in this
Option Agreement wholly unenforceable by reason of the breadth or scope thereof
or otherwise, such determination shall not bar or in any way affect the
enforceability of such provisions in the courts of any other jurisdictions, the
above provisions as they relate to each jurisdiction being, for this purpose,
severable into diverse and independent provisions. If any of the provisions
contained in this Option Agreement is held to be unenforceable by reason of the
duration, breadth or scope thereof, or for any other reason susceptible to
correction by modification, the tribunal making such determination shall have
the power to reduce the duration, breath, and/or scope or make such other
modification in such unenforceable provision as it shall deem necessary and such
provision, in its reduced or modified form, shall then be enforceable.
Your signature hereon will constitute your acknowledgement of
receipt of a copy of the Plan, your acceptance of this option and your agreement
to the terms and provisions hereof. This option shall become void and of no
force and effect whatsoever unless within 21 days from the date hereof you
return to the Company, at 529 Fifth Avenue, New York, New York 10017, attention
of Sheldon L. Ginsberg, Executive Vice President and Chief Financial Officer, a
copy of this option agreement signed by you.
2
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<PAGE>
The Company is pleased that you are accorded the privilege of
participating in the Plan. As you will understand, this option is in recognition
of the responsible position which you hold in the Company and the purpose of
this option is to offer you an additional incentive to motivate you to put forth
maximum effort on behalf of the Company.
Sincerely yours,
LAZARE KAPLAN INTERNATIONAL INC.
By:_____________________________
Leon Tempelsman, President
Received, Accepted and
Agreed to:
____________________________
Grantee of the above
described option
3
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Exhibit 5
WARSHAW BURSTEIN COHEN
SCHLESINGER & KUH, LLP
555 Fifth Avenue
New York, New York 10017
Telephone: (212) 984-7700
Facsimile: (212) 972-9150
November 13, 1997
Lazare Kaplan International Inc.
529 Fifth Avenue
New York, NY 10017
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
You have requested our opinion, as securities counsel for Lazare
Kaplan International Inc., a Delaware corporation (the "Registrant"), in
connection with a registration statement on Form S-8 (the "Registration
Statement"), under the Securities Act of 1933 (the "Act"), being filed by the
Registrant with the Securities and Exchange Commission (the "Commission"). The
Registration Statement relates to the registration of 400,000 shares (the
"Shares") of common stock, $1.00 par value, of the Registrant issuable, pursuant
to the Lazare Kaplan International Inc. 1997 Long Term Stock Incentive Plan (the
"1997 Plan"), including upon the exercise of options granted or to be granted
under the 1997 Plan.
In preparation of this opinion, we have examined the original,
photostatic, conformed or certified copies of (1) the Certificate of
Incorporation, as amended to date, of the Registrant, (2) the By-Laws of the
Registrant, in effect on the date hereof, (3) the records of corporate
proceedings of the Registrant in our possession and as delivered to us by the
executive officers of the Registrant, (4) the Registration Statement, and (5)
the 1997 Plan. In our examinations, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to the originals of all documents submitted to us as certified,
photostatic or conformed copies, and the authenticity of the originals of all
such latter documents.
Based upon the foregoing, we are of the opinion that the Shares,
when issued in accordance with the terms of the 1997 Plan, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of our opinion as an exhibit to
the Registration Statement. In so doing, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission promulgated thereunder.
Sincerely yours,
WARSHAW BURSTEIN COHEN
SCHLESINGER & KUH, LLP
JAF/FRC
<PAGE>
<PAGE>
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the 1997 Long Term Stock
Incentive Plan of Lazare Kaplan International Inc. and to the incorporation by
reference therein of our reports dated July 8, 1997, with respect to the
consolidated financial statements of Lazare Kaplan International Inc.
incorporated by reference in its Annual Report (Form 10-K) for the year ended
May 31, 1997 and the related financial statement schedule included therein,
filed with the Securities and Exchange Commission.
Ernst & Young LLP
New York, New York
November 13, 1997
2
