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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
LAZARE KAPLAN INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Delaware 13-2728690
(State of incorporation (IRS Employer Identification No.)
or organization)
529 Fifth Avenue
New York, New York 10017
(Address of principal executive offices)(zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Preferred Share American Stock Exchange
Purchase Rights
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
upon filing pursuant to General Instruction A.(c), please check
the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective upon filing pursuant to
General Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this form relates
____________ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Securities to be Registered
Effective as of July 31, 1997, pursuant to a Rights Agreement
(the "Rights Agreement") between Lazare Kaplan International Inc. (the
"Company") and ChaseMellon Shareholder Services, LLC, as Rights Agent (the
"Rights Agent"), the Company's Board of Directors declared a dividend of one
preferred share purchase right (a "Right") for each outstanding share of common
stock, par value $1.00 per share (the "Common Shares"), of the Company. The
dividend is payable on September 9, 1997 (the "Record Date") to the stockholders
of record on that date. Each Right entitles the registered holder to purchase
from the Company one one-hundredth of a share of Series A Junior Participating
Preferred Stock, par value $.01 per share (the "Preferred Shares"), of the
Company at a price of $90 per one one-hundredth of a Preferred Share (the
"Purchase Price"), subject to adjustment.
The following summary of the principal terms of the Rights
Agreement is a general description only and is subject to the detailed terms and
conditions of the Rights Agreement. A copy of the Rights Agreement is attached
as Exhibit 99.1 to this Registration Statement and is incorporated herein by
reference; capitalized terms used but not otherwise defined herein shall have
the meanings ascribed to them in the Rights Agreement.
Rights Evidenced by Common Share Certificates
The Rights will not be exercisable until the Distribution Date
(defined below). Until the Distribution Date, certificates representing the
Rights ("Rights Certificates") will not be sent to stockholders and the Rights
will attach to and trade only with the Common Shares. Accordingly, Common Share
certificates outstanding on the Record Date will evidence the Rights related
thereto, and Common Share certificates issued after the Record Date upon
transfer or new issuance of Common Shares will contain a notation incorporating
the Rights Agreement by reference. Until the Distribution Date (or earlier
redemption or expiration of the Rights), the surrender for transfer of any
certificates for Common Shares outstanding as of the Record Date, even without
such notation or a copy of the Summary of Rights being attached thereto, will
also constitute the transfer of the Rights associated with the Common Shares
represented by such certificate.
Distribution Date
The Rights will separate from the Common Shares, Rights
Certificates will be issued and the Rights will become
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exercisable upon such date (the "Distribution Date") which is the earlier of (i)
10 days following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired beneficial ownership of
15% or more of the outstanding Common Shares or (ii) 10 business days (or such
later date as may be determined by action of the Board of Directors prior to
such time as any person or group of affiliated persons becomes an Acquiring
Person) following the commencement of, or announcement of an intention to make,
a tender offer or exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 15% or more of the outstanding
Common Shares. An Acquiring Person shall not include any person or entity who or
which together with affiliates or associates of such person or entity was the
beneficial owner of 15% or more of the outstanding Common Shares as of July 31,
1997.
Issuance of Rights Certificates; Expiration of Rights
As soon as practicable following the Distribution Date,
separate Rights Certificates will be mailed to holders of record of the Common
Shares as of the close of business on the Distribution Date and such separate
Right Certificates alone will evidence the Rights from and after the
Distribution Date. All Common Shares issued prior to the earliest of the
Distribution Date, the redemption of the Rights or the Final Expiration Date (as
defined below) will be issued with Rights. The Rights will expire on September
9, 2007 (the "Final Expiration Date"), unless the Final Expiration Date is
extended or unless the Rights are earlier redeemed or exchanged by the Company,
in each case, as described below.
Initial Exercise of the Rights
Following the Distribution Date, and until one of the further
events described below, holders of the Rights will be entitled to receive, upon
exercise and the payment of $90 per Right, one one-hundredth of a Preferred
Share, subject to adjustment as described below. In addition, under certain
circumstances described more fully herein, the Rights may become exercisable for
Common Shares having a value equal to two times the Purchase Price and/or Common
Stock of certain acquiring companies having a value equal to two times the
Purchase Price.
Right to Buy Acquiring Company Stock; Right to Buy Company Common
Shares
Unless the Rights are earlier redeemed, in the event
that the Company is acquired in a merger or other business
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combination transaction or 50% or more of its consolidated assets or earning
power are sold after a person or group has become an Acquiring Person, proper
provision will be made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then current exercise price
of the Right, that number of shares of common stock of the acquiring company
which at the time of such transaction will have a market value of two times the
exercise price of the Right. Similarly, unless the Rights are earlier redeemed,
in the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, proper provision shall be made so that each holder
of a Right, other than Rights beneficially owned by the Acquiring Person (which
will thereafter be void), will thereafter have the right to receive upon
exercise that number of Common Shares having a market value of two times the
Purchase Price of the Right.
Exchange Provision
At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of 50% or more of
the outstanding Common Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group which will
have become void), in whole or in part, at an exchange ratio of one Common
Share, or one one-hundredth of a Preferred Share (or of a share of a class or
series of the Company's preferred stock having equivalent rights, preferences
and privileges), per Right (subject to adjustment).
Redemption
At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 15% or more of the
outstanding Common Shares, the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption
Price"). The redemption of the Rights may be made effective at such time on such
basis with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
Adjustments to Prevent Dilution
The Purchase Price payable, and the number of Preferred Shares
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent
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dilution (i) in the event of a stock dividend on, or a subdivision, combination
or reclassification of, the Preferred Shares, (ii) upon the grant to holders of
the Preferred Shares of certain rights or warrants to subscribe for or purchase
Preferred Shares at a price, or securities convertible into Preferred Shares
with a conversion price, less than the then-current market price of the
Preferred Shares or (iii) upon the distribution to holders of the Preferred
Shares of evidences of indebtedness or assets (excluding regular periodic cash
dividends paid out of earnings or retained earnings or dividends payable in
Preferred Shares) or of subscription rights or warrants (other than those
referred to above). The number of outstanding Rights and the number of one
one-hundredths of a Preferred Share issuable upon exercise of each Right are
also subject to adjustment in the event of a stock split of the Common Shares or
a stock dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price.
Cash Paid Instead of Issuing Fractional Shares
No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
No Stockholders' Rights Prior to Exercise
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.
Amendment to Rights Agreement
The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the Rights,
including an amendment to lower certain thresholds described above to not less
than the greater of (i) the sum of .001% and the largest percentage of the
outstanding Common Shares then known to the Company to be beneficially owned by
any person or group of affiliated or associated persons and (ii) 10%, except
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that from and after such time as any person or group of affiliated or associated
persons becomes an Acquiring Person no such amendment may adversely affect the
interests of the holders of the Rights.
Rights and Preferences of the Preferred Shares
Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Preferred Share will be entitled to a minimum
preferential quarterly dividend payment of $1 per share but will be entitled to
an aggregate dividend of 100 times the dividend declared per Common Share. In
the event of liquidation, the holders of the Preferred Shares will be entitled
to a minimum preferential liquidation payment of $100 per share but will be
entitled to an aggregate payment of 100 times the payment made per Common Share.
Each Preferred Share will have 100 votes, voting together with the Common
Shares. Finally, in the event of any merger, consolidation or other transaction
in which Common Shares are exchanged, each Preferred Share will be entitled to
receive 100 times the amount received per Common Share. These rights are
protected by customary antidilution provisions.
Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one one-hundredth interest in a
Preferred Share purchasable upon exercise of each Right should approximate the
value of one Common Share.
Certain Anti-takeover Effects
The Rights are designed to deal with the problem of a raider
using what the Board of Directors perceives to be coercive tactics to deprive
the Company's Board of Directors and stockholders of any real opportunity to
determine the destiny of the Company by forcing the raider to negotiate with the
Company's Board of Directors. The Rights may be redeemed by the Company at a
redemption price of $0.001 per Right, subject to adjustment, prior to the public
announcement that 15% or more of the Common Shares has been accumulated by a
single acquiror or group. Thus, they should not interfere with any merger or
other business combination approved by the Board of Directors nor affect any
prospective offeror willing to negotiate in good faith with the Board of
Directors. The Rights Agreement does not inhibit any stockholder from utilizing
the Proxy mechanism to promote a change in the management or direction of the
Company. While the Board of Directors is not aware of any effort to acquire
control of the Company, it believes that the Rights Agreement represents
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a sound and reasonable means of safeguarding the investment of
stockholders in the Company.
Distribution of the Rights will not in any way alter the
financial strength of the Company or interfere with its business plans. The
distribution of the Rights is not dilutive, does not affect reported earnings
per share, is not taxable either to the recipient or to the Company, and will
not change the way in which stockholders can currently trade shares of Common
Stock. However, under certain circumstances, particularly where the Rights are
"triggered" as the result of certain potentially abusive tactics, exercise of
the Rights may be dilutive or affect reported earnings per share.
Item 2. Exhibits
99.1 Rights Agreement, dated as of July 31, 1997,
between Lazare Kaplan International Inc. and
ChaseMellon Shareholder Services, LLC, including
the form of Certificate of Designation, the form
of Rights Certificate and the Summary of Rights
attached thereto as Exhibits A, B and C,
respectively (incorporated by reference to the
Registration Statement on Form 8-A, dated August
25, 1997).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
LAZARE KAPLAN INTERNATIONAL INC.
DATED: April 13, 1998
By: Sheldon L. Ginsberg
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Sheldon L. Ginsberg
Executive Vice President and
Chief Financial Officer
