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Filed pursuant to Rule 424(b)(3) under the Securities Act of 1933
Registration Statement on Form S-8 (No. 33-20528), (No. 33-37617)
and (No. 33-57560)
PROSPECTUS SUPPLEMENT
(to the Prospectus, dated June 19, 1996)
LAZARE KAPLAN INTERNATIONAL INC.
650,000 Shares
Common Stock, $1.00 Par Value
THIS PROSPECTUS SUPPLEMENT CONSTITUTES AN ESSENTIAL PART OF THE PROSPECTUS,
DATED JUNE 19, 1996 OF LAZARE KAPLAN INTERNATIONAL INC. AND SHOULD BE READ IN
CONJUNCTION WITH SUCH PROSPECTUS.
The information set forth below supersedes the information contained under
"Selling Stockholders" in the Prospectus. All capitalized terms used herein have
the meanings given such terms in the Prospectus.
SELLING STOCKHOLDERS
The shares of Common Stock to which this Prospectus relates are being
registered for reoffers and resales by Selling Stockholders of the Company who
may acquire such shares pursuant to the exercise of options granted or to be
granted under the Plan. The Selling Stockholders named below may resell all, a
portion, or none of the shares that they acquire or may acquire pursuant to the
exercise of options under the Plan.
Participants under the Plan who are deemed to be "affiliates" of the
Company who acquire Common Stock under the Plan may be added to the Selling
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 disclosed in the
table, none of the Selling Stockholders listed below has, or within the past
three years has had, any position, office or other material relationship with
the Company or any of its predecessors or affiliates.
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<TABLE>
<CAPTION>
Maximum Number of
Shares Subject to
Outstanding Options
Position With Which May Be
Name The Company Reoffered Hereby (1)
- ---- ----------- ---------------------
<S> <C> <C>
Maurice Tempelsman Chairman of the Board 20,000
Leon Tempelsman Co-Chairman of the
Board, President
and Director 161,833
Sheldon L. Ginsberg Executive Vice
President,
Chief Financial
Officer and
Director 65,800
Robert Speisman Vice President -
Sales and Director 69,800
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TOTAL: 318,433
</TABLE>
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(1) As of November 10, 1998. 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.
The date of this Prospectus Supplement is November 11, 1998
