NEW YORK, June 24 /PRNewswire-FirstCall/ -- Lazare Kaplan
International Inc. (Amex: LKI) (the "Company") announced today that
by letter dated June 18, 2010 (the
"Notice"), the staff (the "Staff") of the NYSE Amex LLC (the
"Exchange") notified the Company of the Exchange's intent to strike
the common stock of the Company from the Exchange by filing a
delisting application with the Securities and Exchange Commission
(the "SEC"), pursuant to Section 1009 of the NYSE Amex Company
Guide (the "Company Guide").
As previously disclosed by the Company, it was notified by the
Staff by letter dated September 16,
2009 (the "September Letter") that the Company was not in
compliance with Sections 134 and 1101 of the Company Guide due to
its failure to file its Form 10-K for the year ended May 31, 2009 (the "Form 10-K"). The
Company's inability to file the Form 10-K stemmed from its
inability to resolve a material uncertainty concerning (a) the
collectability and recovery of certain assets, and (b) the
Company's potential obligations under certain lines of credit and a
guaranty (all of which, the "Material Uncertainties"). As the
Company has been unable to resolve the Material Uncertainties,
through ongoing negotiations and/or the initiation of lawsuits with
certain of the relevant parties (also as previously disclosed by
the Company), the Company is unable to assess the potential effect
the ultimate resolution of these matters will have on its financial
position and results of operations, or to finalize its (a)
financial statements for Fiscal 2009 and obtain an unqualified
opinion thereon from its auditors necessary in order to file its
Form 10-K, and (b) financial statements for each of the first three
fiscal quarters of 2010 or timely file its Form 10-Q's for those
quarters.
In response to the September Letter, the Company submitted a
Plan of Compliance to the Staff on October
7, 2009 (the "Plan"), advising the Exchange of action it has
taken, or will take, to bring the Company into compliance with
Sections 134 and 1101 of the Company Guide.
The Company received a second Deficiency Letter from the Staff
dated October 20, 2009, relating to
the Company's failure to timely file its Quarterly Report on Form
10-Q for the quarter ended August 31,
2009.
On November 11, 2009, the Exchange
notified the Company that it accepted the Plan and granted the
Company an extension until December 31,
2009 to regain compliance with the Exchange's continued
listing standards.
On December 31, 2009, the Company
submitted to the Staff a supplement to the Plan, requesting an
extension of the Exchange's delisting deadline to May 31, 2010. On January 25, 2010, the Company received a letter
from the Staff (the "January Letter"), granting the extension, and
advising the Company that the Staff would initiate delisting
proceedings if the Company was not in compliance with all of the
requirements of the Exchange's continued listing standards at the
end of the Plan period, as so extended. Additionally, the
January Letter also related to the Company's failure to timely file
its Quarterly Report on Form 10-Q for the quarter ended
November 30, 2009.
The Company received an additional Deficiency Letter from the
Staff dated April 26, 2010, relating
to the Company's failure to file its Quarterly Report on Form 10-Q
for the quarter ended February 28,
2010.
According to the Notice, as the Company has not filed any of its
delinquent SEC reports, and due to the prolonged absence of
reliable financial information and the uncertainty of when the
Company will make its required SEC filings, the Staff has
determined that a further listing extension would be inconsistent
with applicable Exchange standards. Based on the foregoing,
the Staff concluded that it is appropriate to initiate immediate
delisting proceedings (the "Decision"). Additionally, the
Notice also related to the Company's failure to hold an annual
meeting of its stockholders during its fiscal year ended
May 31, 2010, due to the Company
being precluded from holding an annual meeting since Rule 14a-3(b)
promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), requires that a proxy statement for an annual
meeting to elect directors be accompanied by or preceded by an
annual report with audited financial statements for the three most
recent fiscal years.
In accordance with Sections 1203 and 1009(d) of the Company
Guide, the Company has a limited right to appeal the Decision by
requesting an oral hearing or a hearing based on a written
submission before a Listing Qualifications Panel. If the
Company elects not to appeal the Decision by June 25, 2010, it will become final. The
Staff will then suspend trading in the Company's common stock on
the Exchange and file an application to the SEC to strike the
Company's common stock from listing and registration on the
Exchange in accordance with Section 12 of the Exchange Act and the
rules promulgated thereunder.
The Company has determined not to appeal the Exchange's
Decision, and expects for its common stock to be quoted on a tier
of the Pink Sheets marketplace subsequent to the delisting.
Nevertheless, the Company intends to continue to work as
expeditiously as possible to resolve the Material Uncertainties so
that the Company can file all of its delinquent SEC reports.
Upon filing all such reports, the Company presently expects
to reapply to the Exchange for its common stock to again be listed
on the Exchange.
Lazare Kaplan International Inc. sells its diamonds and jewelry
products through a worldwide distribution network. The
Company is noted for its ideal cut diamonds, which it markets
internationally under the brand name, Lazare Diamonds®.
Except for historical information contained herein, the
statements in this release are forward-looking and made pursuant to
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements involve known
and unknown risks and uncertainties which may cause the Company's
actual results in future periods to differ materially from
forecasted results. Those risks include the ability to
resolve the Material Uncertainties discussed above, filing
delinquent SEC reports, the quotation of the Company's common stock
on the Pink Sheets marketplace subsequent to delisting, reapplying
to the Exchange for the Company's common stock to be listed on the
Exchange, and other factors. The information contained in
this press release is accurate only as of the date issued.
Investors should not assume that the statements made in these
documents remain operative at a later time. Lazare Kaplan
International Inc. undertakes no obligation to update any
information contained in this news release.
SOURCE Lazare Kaplan International Inc.