form8k-91192_lake.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 28, 2008
__________________________________________
Lakeland Industries,
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-15535
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13-3115216
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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701 Koehler Avenue, Suite 7,
Ronkonkoma, New York 11779-7410
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (631)
981-9700
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01
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Entry into a Material
Definitive Agreement.
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On January 21, 2008, Lakeland Industries, Inc. (the “Company”) entered into an
exclusive product distribution agreement (the “Product Distribution Agreement”)
with Wesfarmers Industrial and Safety
(“Wesfarmers”). Contemporaneously, with the execution of the
Product Distribution Agreement, the Company and Wesfarmers agreed that the
rights, duties and obligations of both parties thereunder would be subject to
the satisfaction of certain conditions precedent and that, until such conditions
precedent were deemed satisfied by both parties, neither party would have any
rights, duties or obligations under the Product Distribution
Agreement. On March 28, 2008, the Company and Wesfarmers mutually
agreed that the conditions precedent to the effectiveness of the Product
Distribution Agreement were satisfied and that both parties were thereafter
obligated to commence performance under the Product Distribution
Agreement.
Pursuant
to the terms of the Product Distribution Agreement, the Company has granted two
Wesfarmers subsidiaries – J. Blackwood & Son Limited (Blackwoods) and
Protector Alsafe exclusive distribution rights for the Company’s disposable and
protective clothing in Australia, New Zealand, New Guinea and South Africa. Lakeland believes that the
sales generated from this distribution agreement will be significant and
potentially material to its total international revenues and represents
Lakeland’s latest successful initiative to expand its international
sales.
The
foregoing description of the Product Distribution Agreement does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Product Distribution Agreement, which is attached hereto as Exhibit 10.1 to
this Current Report on Form 8-K. The Company has submitted a request
to the Securities and Exchange Commission (the “SEC”) for confidential treatment
of certain portions of the Product Distribution Agreement. Such
confidential portions have been omitted from this filing.
The
Product Distribution Agreement has been included to provide investors with
information regarding its terms. It is not intended to provide any
factual information about the Company. The representations,
warranties and covenants contained in the Product Distribution Agreement are
made only for purposes of that agreement and as of the specific dates set forth
therein, are solely for the benefit of the parties thereto, and may be subject
to limitations agreed upon by the contracting parties. The
representations and warranties may have been made for the purposes of allocating
contractual risk between the parties instead of establishing these matters as
facts, and may be subject to standards of materiality applicable to the
contracting parties that differ from those applicable to
investors. Investors are not third-party beneficiaries of the Product
Distribution Agreement, and should not rely on the representations, warranties
and covenants or any descriptions thereof as characterizations of the actual
state of facts or conditions of the Company or any of its subsidiaries or
affiliates. Moreover, information concerning the subject matter of
the representations and warranties may change after the date of this agreement,
which subsequent information may or may not be fully reflected in the Company’s
public disclosures.
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Item
7.01
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Regulation
FD Disclosure.
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On March
31, 2008, the Company issued a press release announcing the execution of the
Product Distribution Agreement, a copy of which is filed as Exhibit 99.1
hereto. The
information
in this Current Report on Form 8-K under Item 7.01 (including Exhibit 99.1) is
being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for
purposes of Section 11 and 12(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”), or Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section. Furthermore, the information contained in Exhibit 99.1 shall
not be deemed to be incorporated by reference into the filings of the Company
under the Securities Act or the Exchange Act.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
The
following have been filed as exhibits to this Form 8-K:
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10.1
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Exclusive
Product Distribution Agreement, dated January 21, 2008 and effective as of
March 28, 2008, by and between Lakeland Industries, Inc. and Wesfarmers
Industrial and Safety (portions of which have been filed with the SEC
under a confidentiality request).1
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99.1
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Text
of Press Release issued by Lakeland Industries, Inc., dated March 31,
2008, announcing the execution of an exclusive product distribution
agreement between Wesfarmers Industrial and Safety and Lakeland
Industries, Inc.
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______________________________
1 All schedules and similar attachments to the Product
Distribution Agreement have been omitted. Copies of such schedules
and similar attachments will be furnished supplementally to the SEC upon
request.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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LAKELAND INDUSTRIES,
INC.
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Date March
31, 2008
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/s/ Christopher J.
Ryan
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Christopher
J. Ryan
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President
& CEO
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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10.1
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Exclusive
Product Distribution Agreement, dated January 21, 2008 and effective as of
March 28, 2008, by and between Lakeland Industries, Inc. and Wesfarmers
Industrial and Safety (portions of which have been filed with the SEC
under a confidentiality request).2
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99.1
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Text
of Press Release issued by Lakeland Industries, Inc., dated March 31,
2008, titled “Lakeland Industries, Inc. enters into Australian
Distribution Agreement.
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____________________________________
2 All
schedules and similar attachments to the Product Distribution Agreement have
been omitted. Copies of such schedules and similar attachments will
be furnished supplementally to the SEC upon
request.