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Filed pursuant to Rule 424(b)(3) under the Securities Act of 1933
Registration Statements on Form S-8 (No. 333-92077)
PROSPECTUS SUPPLEMENT
(to the Prospectus, dated December 2, 1999)
LAZARE KAPLAN INTERNATIONAL INC.
600,000 Shares
Common Stock, $1.00 Par Value
THIS PROSPECTUS SUPPLEMENT CONSTITUTES AN ESSENTIAL PART OF THE PROSPECTUS,
DATED DECEMBER 2, 1999 OF LAZARE KAPLAN INTERNATIONAL INC. AND SHOULD BE READ IN
CONJUNCTION WITH THAT PROSPECTUS.
The information set forth below supersedes the information contained under the
caption "Selling Stockholders" in the prospectus.
SELLING STOCKHOLDERS
The shares of Lazare Kaplan common stock being offered by the selling
stockholders named below consist of shares of common stock that these selling
stockholder may acquire from Lazare Kaplan upon (a) the receipt of an award
under the Lazare Kaplan International Inc. 1997 Long Term Stock Incentive Plan
or (b) the exercise of options granted or to be granted under the Lazare Kaplan
International Inc. 1997 Long Term Stock Incentive Plan. The selling stockholders
named below may resell all, or a portion, or none of the shares of the common
stock they have acquired or may acquire as aforesaid.
Participants under the stock incentive plan who are deemed to be
"affiliates" of Lazare Kaplan who acquire common stock under the stock incentive
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
Securities Act. An "affiliate" is defined in Rule 405 under the Securities Act
as a "person that directly or indirectly, through one or more intermediaries,
controls, or is controlled by or is under common control with" Lazare Kaplan.
The following table sets forth certain information concerning the
selling stockholders as of the date of this prospectus. The number of shares
offered will be determined from time to time by each selling stockholder at his
or her sole discretion and does not constitute a commitment to sell any or all
of the stated number of shares of common stock. Maurice Tempelsman is the
Chairman of the Board of Lazare Kaplan, Leon Tempelsman is the Co-Chairman of
the Board, President and a Director of Lazare Kaplan, William H. Moryto is the
Vice President and Chief Financial Officer of Lazare Kaplan and Robert Speisman
is the Senior Vice President - Sales and a Director of Lazare Kaplan. Marcy
Meiller and Rena Speisman are each the sister of Leon Tempelsman and the
daughter of Maurice Tempelsman. Rena Speisman also is the wife of Robert
Speisman. Included in the ownership of Leon Tempelsman, Marcy Meiller and Rena
Speisman is an option to purchase 33,333 shares, which they each received as a
gift from Maurice Tempelsman. Except as otherwise noted, none of the selling
stockholders listed below currently has, or within the past three years had, any
other position, office or other material relationship with Lazare Kaplan or any
of its predecessors or affiliates.
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<TABLE>
<CAPTION>
Maximum Number of Shares
Subject to Outstanding Options
Name Which May Be Reoffered Hereby
---- -----------------------------
<S> <C>
Maurice Tempelsman 35,000
Leon Tempelsman 153,333
William H. Moryto 10,000
Robert Speisman 30,000
Marcy Meiller 33,333
Rena Speisman 33,334
</TABLE>
The date of this Prospectus Supplement is September 19, 2000
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