Filed Pursuant to Rule 424(b)(5)
File No. 333-216943
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 11, 2017)
LAKELAND INDUSTRIES, INC.
725,000
Shares of Common Stock
We are offering 725,000 shares of our common stock,
par value $.01 per share, pursuant to this prospectus supplement and the accompanying prospectus. The public offering price
is $13.80 per share.
Our common stock is listed on The NASDAQ Global Market under
the symbol “LAKE.” On August 16, 2017, the last reported sale price of our common stock was $15.65 per share.
This offering is being underwritten on a firm commitment basis.
We have granted the underwriters an option for a period of 45 days from the date of this prospectus supplement to purchase up to
an additional 108,750 shares of common stock, solely to cover over-allotments, if any.
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Per Share
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Total
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Public offering price
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$
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13.800
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$
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10,005,000
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Underwriting discount and commissions (1)
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$
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0.966
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$
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700,350
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Proceeds, before expenses, to us
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$
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12.834
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$
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9,304,650
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(1)
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See “Underwriting” beginning on page S-12 of this prospectus supplement for additional information about the expenses
for which we have agreed to reimburse the underwriters in connection with this offering.
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Investing in shares of our common stock involves a high degree
of risk. You should carefully read and consider the “Risk Factors” beginning on page S-4 of this prospectus supplement
and elsewhere in this prospectus supplement and the accompanying prospectus for a discussion of the information that should be
considered in connection with an investment in our common stock.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the shares of common stock
against payment in New York, New York on or about August 22, 2017.
Joint Book-Running Managers
Roth Capital Partners
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Craig-Hallum Capital Group
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The date of this prospectus supplement
is August 17, 2017.
TABLE OF CONTENTS
Prospectus Supplement
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying
prospectus relate to the offering of our common stock. Before buying any of the common stock that we are offering, we urge you
to carefully read this prospectus supplement and the accompanying prospectus, together with the information incorporated by reference
as described under the headings “Where You Can Find More Information” and “Incorporation of Certain Information
by Reference” in this prospectus supplement. These documents contain important information that you should consider when
making your investment decision.
This document is in two parts. The first
part is this prospectus supplement, which describes the terms of this offering of common stock and also adds to and updates information
contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying
prospectus. The second part, the accompanying prospectus dated April 11, 2017, including the documents incorporated by reference
therein, provides more general information. Generally, when we refer to this prospectus, we are referring to both parts of this
document combined. To the extent there is a conflict between the information contained in this prospectus supplement, on the one
hand, and the information contained in the accompanying prospectus or in any document incorporated by reference that was filed
with the Securities and Exchange Commission, or SEC, before the date of this prospectus supplement, on the other hand, you should
rely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement
in another document having a later date — for example, a document incorporated by reference in the accompanying prospectus
— the statement in the document having the later date modifies or supersedes the earlier statement.
You should rely only on the information
contained in or incorporated by reference in this prospectus supplement, the accompanying prospectus and in any free writing prospectus
that we have authorized for use in connection with this offering. Neither we nor any of the underwriters have authorized anyone
to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely
on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or
sale is not permitted. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus,
the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, and in any free writing
prospectus that we have authorized for use in connection with this offering, is accurate only as of the date of those respective
documents. Our business, financial condition, results of operations and prospects may have changed since those dates. You should
read this prospectus supplement, the accompanying prospectus, the documents incorporated by reference in this prospectus supplement
and the accompanying prospectus, and any free writing prospectus that we have authorized for use in connection with this offering,
in their entirety before making an investment decision.
Unless otherwise indicated, all references
in this prospectus supplement to “$” or “dollars” are to U.S. dollars and financial information presented
in this prospectus supplement that is derived from financial statements incorporated by reference is prepared in accordance with
accounting principles generally accepted in the United States.
As used in this prospectus supplement, unless
the context requires otherwise, references to “Lakeland,” “the Company,” “we,” “us,”
or “our” refer to Lakeland Industries, Inc. and its subsidiaries.
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights certain information
about us, this offering and information appearing elsewhere in this prospectus supplement or the accompanying prospectus and in
the documents we incorporate by reference. This summary is not complete and does not contain all of the information that you should
consider before investing in our common stock. The following summary is qualified in its entirety by, and should be read in conjunction
with, the more detailed information and financial statements and notes thereto appearing elsewhere in this prospectus supplement,
the accompanying prospectus and the documents we incorporated by reference herein. Before you decide to invest in our common stock,
to fully understand this offering and its consequences to you, you should carefully read the entire prospectus supplement and accompanying
prospectus carefully, including the matters set forth under the caption “Risk Factors” beginning on page S-4 of this
prospectus supplement and page 5 of the accompanying prospectus, and the consolidated financial statements and related notes included
or incorporated by reference in this prospectus supplement, the accompanying prospectus and the other documents incorporated by
reference herein and therein.
Corporate Information
We are a corporation organized under the
laws of the State of Delaware. Our principal executive offices are located at 3555 Veterans Memorial Highway, Suite C, Ronkonkoma,
NY 11779, our telephone number is (631) 981-9700 and our website is located at www.lakeland.com. The contents of our website
are not part of this prospectus supplement.
Our Business
We manufacture and sell a comprehensive
line of safety garments and accessories for the industrial protective clothing market. Our products are sold by our in-house customer
service group, our regional sales managers and independent sales representatives to a network of over 1,200 North American safety
and mill supply distributors. These distributors in turn supply end user industrial customers, such as integrated oil, chemical/petrochemical,
utilities, automobile, steel, glass, construction, smelting, munition plants, janitorial, pharmaceutical, mortuaries and high technology
electronics manufacturers, as well as scientific and medical laboratories. In addition, we supply to federal, state and local governmental
agencies and departments, such as fire and law enforcement, airport crash rescue units, the Department of Defense, the Department
of Homeland Security and the Centers for Disease Control. Internationally, sales are to a mixture of end users directly and industrial
distributors depending on the particular country market. Sales are made to more than 40 foreign countries but are primarily in
China, European Economic Community (“EEC”), Canada, Chile, Argentina, Russia, Colombia, Mexico, Ecuador and Southeast
Asia.
Recent Developments
On June 21, 2017, our stockholders
approved the Lakeland Industries, Inc. 2017 Equity Incentive Plan. The maximum number of shares of our common stock which may be
issued under the Plan is 360,000. To date, no performance awards have been granted. It is anticipated that in the near future,
and thereafter, that long-term incentive awards, primarily or entirely in the form of restricted stock, will be granted to our
senior level employees and directors. It is currently contemplated that there will be annual awards encompassing three-year performance
periods, with performance determined based upon cumulative, three-year EBITDA (Earnings Before Interest, Taxes, Depreciation, and
Amortization). All such awards will be subject to the terms and provisions of our 2017 Equity Incentive Plan.
Based
on our closing stock price as reported by The NASDAQ Global Market on July 31, 2017, starting with our next Annual Report on Form
10-K, we will transition to an “accelerated filer” under Rule 12b-2 of the
Securities Exchange Act of 1934,
or the Exchange Act, and, as such, be required to obtain audits of our internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act of 2002 and meet accelerated deadlines for financial reporting.
Brazil Litigation Update.
As disclosed in our
periodic filings with the SEC, we agreed to make certain payments in connection with ongoing labor litigation involving our former
Brazilian subsidiary. While the vast majority of these labor suits have been resolved, there are four which remain active. In one
such case, a former employee of our former Brazilian subsidiary recently filed a counterclaim in the action seeking approximately
US$700,000 that he purports to be owed to him by our former Brazilian subsidiary under a purported promissory note and alleges
that we are liable for payment therefor. Management firmly believes the counterclaim is without merit, intends to vigorously defend
our position, and does not anticipate a negative outcome resulting in significant expense to us.
Financial Update
Our financial statements for the
fiscal quarter ended July 31, 2017 are not yet available. We expect to report information about our Company, on a consolidated
basis, for the second quarter of fiscal 2018 after completion of the offering and, thus, present herein preliminary estimates of
our revenues, earnings per share, and Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) that we expect to
report for the three months ended July 31, 2017. For the fiscal quarter ended July 31, 2017, we estimate revenue to range from
$23.0 million to $25.0 million, net income to range from $1.42 million to $1.56 million, earnings per share to range from $0.19
to $0.21, and EBITDA to range from $2.2 million to $2.4 million.
The revenue, net income, earnings
per share and EBITDA estimates presented above are preliminary and subject to revision based upon the completion of our quarter-end
financial closing process and completion of our consolidated financial statements and are not meant to be comprehensive for this
period. These preliminary estimates have been prepared by, and are the responsibility of, our management based upon the most current
information available to them. Such preliminary estimates have not been subject to any audit procedures, review procedures, or
any procedures by our independent registered public accounting firm. Following the completion of our quarter-end financial closing
process, we may report financial results that could differ from these estimates.
While we believe that the above
information and estimates are based on reasonable assumptions, our actual results may vary, and such variation may be material.
Factors that could cause the preliminary financial data and estimates to differ include, but are not limited to: (i) additional
adjustments in the calculation of, or application of accounting principles, for the financial results for the fiscal quarter ended
July 31, 2017; and (ii) discovery of new information that affects accounting estimates and management’s judgment underlying
these estimated results. The information presented herein should not be considered a substitute for the financial information to
be filed with the Commission in our Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2017 once it becomes available.
We have no intention or obligation to update the preliminary estimated unaudited financial results in this prospectus supplement
prior to filing our Quarterly Report on Form 10-Q for quarter ended July 31, 2017.
To supplement our consolidated
financial statements, which are prepared and presented in accordance with Generally Accepted Accounting Principles (GAAP), we use
the following non-GAAP financial measure: EBITDA. The presentation of this financial information is not intended to be considered
in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
We use this non-GAAP financial measure for financial and operational decision making and as a means to evaluate period-to-period
comparisons. We believe that it provides useful information about operating results, enhances the overall understanding of past
financial performance and future prospects, and allows for greater transparency with respect to key metrics used by management
in its financial and operational decision making. The non-GAAP financial measure used by us in this preliminary prospectus may
be different from the methods used by other companies. For more information on the non-GAAP financial measures, please see the
below Reconciliation of GAAP to non-GAAP Financial Measures table in this prospectus supplement. This table includes details on
the GAAP financial measures that are most directly comparable to non-GAAP financial measures and the related reconciliations between
these financial measures.
Reconciliation to GAAP ($000)
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Guidance Range Minimum
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Guidance Range Maximum
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Net Income
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$
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1,420
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$
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1,560
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Depreciation and amortization
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220
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220
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Interest expense
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60
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60
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Income tax
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500
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560
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EBITDA
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$
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2,220
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$
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2,400
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THE OFFERING
Common stock offered by us:
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725,000 shares.
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Offering price
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$13.80 per share.
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Common stock to be outstanding after the offering:
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8,032,449 shares (or 8,141,199 shares, if the underwriters’ over-allotment option to purchase additional shares
is exercised in full) *
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Over-allotment option
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We have granted the underwriters an option to purchase up to 108,750 additional shares to cover over-allotments, if
any. This option is exercisable, in whole or in part, for a period of 45 days from the underwriting
agreement.
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Use of Proceeds:
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We currently expect to use the net proceeds from this offering for (i) building additional overseas manufacturing
facilities, (ii) capital expenditures associated with equipment, (iii) repayment of our outstanding revolving line
of credit indebtedness and (iv) general corporate purposes. See
“Use of Proceeds” on page S-7 of this prospectus supplement.
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The NASDAQ Global Market Listing:
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Our common stock is listed on The NASDAQ Global Market under the symbol “LAKE.”
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Risk Factors:
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An investment in our common stock involves a high degree of risk. See “Risk Factors” beginning on page S-4 of this prospectus supplement, page 5 of the accompanying prospectus and in the documents incorporated by reference into this prospectus supplement for a discussion of factors you should consider carefully when making an investment decision.
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Transfer Agent:
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Computershare Limited
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* The number of shares of our common stock to be outstanding
immediately after this offering as shown above is based on 7,307,449 shares outstanding as of August 16, 2017, which excludes 5,221
shares of restricted common stock that were subject to vesting restrictions as of such date and were not considered outstanding
for accounting purposes and excludes, as of August 16, 2017, 360,000 shares of common stock available for future issuance under
our 2017 Equity Incentive Plan.
Unless otherwise indicated, all information in this prospectus
supplement assumes no exercise by the underwriters of their over-allotment option to purchase additional shares.
RISK FACTORS
Investing in our common stock involves risks.
Before making an investment decision, you should carefully review the risks and uncertainties described below under “Risks
Related to this Offering” and under the heading “Risk Factors” contained in our most recent Annual Report on
Form 10-K, or any updates in our Quarterly Reports on Form 10-Q, together with all of the other information appearing in this prospectus
supplement or incorporated by reference into this prospectus supplement, in light of your particular investment objectives and
financial circumstances. The risks so described are not the only risks facing our company. There may be other unknown or unpredictable
economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past
financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate
results or trends in future periods. Our business, financial condition and results of operations could be materially adversely
affected by any of these risks. In that event, the market price of our common stock could decline and you could lose all or part
of your investment. You should carefully consider all of the information set forth in this prospectus supplement, and the documents
incorporated by reference herein and therein and annexed hereto and thereto with your respective legal counsel, tax and financial
advisors and/or accountants prior to purchasing our securities.
Risks Related to this Offering
If you purchase share of common stock in this offering,
you will incur immediate and substantial dilution in the net tangible book value per share of common stock as a result of this
offering.
Investors in this offering will experience
immediate dilution in their net tangible book value per share to the extent of the difference between the purchase price per share
of common stock and the "adjusted" net tangible book value per share after giving effect to the offering. The offering
price for one share of common stock is substantially higher than the net tangible book value per share of our common stock. As
a result, investors purchasing shares in this offering will incur immediate dilution of $3.62 per share of common stock, based
on a purchase price of $13.80 per share.
A substantial number of shares of common stock may be
sold in the market following this offering, which may depress the market price for our common stock.
Sales of a substantial number of shares
of our common stock in the public market following this offering could cause the market price of our common stock to decline. A
substantial majority of the outstanding shares of our common stock are, and the shares of common stock sold in this offering will
be, freely tradable without restriction or further registration under the Securities Act.
You may experience future dilution as a result of future
equity offerings.
In order to raise additional capital, we
may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common
stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any
other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing
shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell
additional share of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be
higher or lower than the price per share paid by investors in this offering.
We have broad discretion to determine how to use the funds
raised in this offering, and may use them in ways that may not enhance our operating results or the price of our common stock.
Our management will have broad discretion
over the use of proceeds from this offering, and we could spend the proceeds from this offering in ways our stockholders may not
agree with or that do not yield a favorable return, if at all. We intend to use the net proceeds of this offering for building
additional overseas manufacturing facilities, capital expenditures associated with equipment, repayment of outstanding revolving
line of credit indebtedness, with the remainder, if any, for other general corporate and working capital purposes. However, our
use of these proceeds may differ substantially from our current plans. If we do not invest or apply the proceeds of this offering
in ways that improve our operating results, we may fail to achieve expected financial results, which could cause our stock price
to decline.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus supplement, the accompanying
prospectus, the information incorporated by reference in this prospectus supplement, and any free writing prospectus that we have
authorized for use in connection with this offering, contain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act. These forward-looking statements
involve risks, uncertainties and assumptions as described in registration statements, annual reports and other periodic reports
and filings we file from time to time with the SEC. Such statements may relate to our strategy, future operations, future financial
position, future revenues, projected costs, and plans and objectives of management. All statements contained herein or incorporated
by reference in this prospectus that are not clearly historical in nature are forward-looking, and the words “anticipate,”
“believe,” “continues,” “expect,” “estimates,” “intend,” “project”
and similar expressions, as well as statements in future tense, identify forward-looking statements.
We caution readers that these forward-looking
statements are not a guarantee of future performance. Actual results could differ materially from any expectation, estimate or
projection conveyed by these statements and there can be no assurance that any such expectation, estimate or projection will be
met. Numerous important factors, risks and uncertainties affect our operating results and could cause actual results to differ
from the results implied by these or any other forward-looking statements. These potential factors, risks and uncertainties include,
among other things, such factors as:
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our ability to obtain additional funds, if necessary;
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we are subject to substantial regulatory and legal risk as a result of our international manufacturing operations;
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our results of operations could be negatively affected by potential fluctuations in foreign currency exchange rates;
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most of our manufacturing operations and a material portion of our sales are in countries where corruption is an obstacle;
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we have experienced material weaknesses in internal controls in the past and although we believe such weaknesses have been
remediated, there can be no assurance that such weaknesses will not occur in the future;
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there is no assurance that our disposition of our Brazilian subsidiary will be entirely successful in that we may continue
to be exposed to certain liabilities in connection with the operations of such company. In particular, see “Recent Developments”
in this prospectus supplement. In addition, while our tax advisors believe that the worthless stock deduction taken by our company
in connection therewith is valid, there can be no assurance that the IRS will not challenge it and, if challenged, that we will
prevail;
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rapid technological change could negatively affect sales of our products, inventory levels and our performance;
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we must estimate customer demand because we do not have long-term commitments from many of our customers, and errors in our
estimates could negatively impact our inventory levels and net sales;
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our operations are substantially dependent upon key personnel;
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we rely on a limited number of suppliers and manufacturers for specific fabrics, and we may not be able to obtain substitute
suppliers and manufacturers on terms that are as favorable, or at all, if our supplies are interrupted;
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our inability to protect our intellectual property;
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our effective tax rate could change as a result of tax reform and the result could be a significant one-time noncash charge
to tax expense in order to adjust our deferred tax asset;
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we face competition from many other companies, a number of which have substantially greater resources than we do;
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nearly half of our sales are to foreign buyers, which exposes us to additional risks;
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a significant reduction in government funding for preparations for terrorist incidents could adversely affect our net sales;
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we may be subject to product liability claims, and insurance coverage could be inadequate or unavailable to cover these claims;
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our directors and executive officers have the ability to exert significant influence on us and on matters subject to a vote
of our stockholders;
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our failure to realize anticipated benefits from acquisitions, divestitures or restructurings, or the possibility that such
acquisitions, divestitures or restructurings could adversely affect us;
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our ability to make payments on our indebtedness and comply with the restrictive covenants therein;
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covenants in our credit facilities may restrict our financial and operating flexibility; and
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our broad discretion over the use of proceeds in this offering.
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You should carefully consider such risks,
uncertainties and other information, disclosures and discussions which contain cautionary statements identifying important factors
that could cause actual results to differ materially from those provided in the forward-looking statements.
Except as may be required, we undertake
no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events
or otherwise.
This discussion should be read in conjunction
with the consolidated financial statements and notes thereto incorporated by reference in this prospectus supplement.
USE OF PROCEEDS
We estimate that the net proceeds to us
from the sale of shares of our common stock that we are offering will be approximately $8.95 million, after deducting the underwriting
discounts and commissions and estimated offering expenses payable by us, or approximately $10.35 million if the underwriters exercise
their over-allotment option to purchase additional shares in full. We intend to use the net proceeds from this offering (i) for
building additional overseas manufacturing facilities, (ii) for payment of capital expenditures associated with equipment,
(iii) to repay the outstanding balance under our revolving line of credit of approximately $1.6 million as of July 31, 2017, which
amount may be reborrowed by us in the future and (iv) for general corporate purposes. To date, we have examined potential overseas manufacturing
sites, including in India and Vietnam, and made cost estimates of building manufacturing facilities in such sites. While we currently
anticipate going this route, depending upon further study and negotiations, alternatively, we may contract with third party manufacturers
to meet our manufacturing requirements. The indebtedness incurred under our revolving line of credit was used to fully repay and
terminate our prior financing facility on May 10, 2017, matures on May 10, 2020 and currently bears interest at the rate of 2.98%
per annum; maximum borrowings thereunder are $20 million (of which a total of $10.2 million is currently available), which includes
a $5 million letter of credit sub-facility.
We will retain broad discretion over the
use of the net proceeds from this offering. Pending the use of the net proceeds, we intend to invest the net proceeds in investment
grade, short-term, interest-bearing instruments.
PRICE RANGE OF COMMON STOCK
Our common stock is publicly traded on The NASDAQ Global Market
under the symbol “LAKE.” The following table sets forth, for the periods indicated, the high and low closing sales
prices of our common stock as reported by The NASDAQ Global Market.
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High
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Low
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Fiscal year ending January 31, 2018
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Third Quarter (through August 16, 2017)
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$
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16.00
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$
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15.10
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Second Quarter
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$
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16.45
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$
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10.25
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First Quarter
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$
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11.10
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$
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9.95
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Fiscal year ended January 31, 2017
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Fourth Quarter
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$
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11.50
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$
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9.70
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Third Quarter
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$
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10.62
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$
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9.36
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Second Quarter
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$
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10.14
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$
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8.11
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First Quarter
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$
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13.75
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$
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8.69
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Fiscal year ended January 31, 2016
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Fourth Quarter
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$
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14.96
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$
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10.86
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Third Quarter
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$
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15.34
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$
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8.66
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Second Quarter
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$
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12.74
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$
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8.81
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First Quarter
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$
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10.43
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$
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7.83
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On August 16, 2017, the last reported sale
price of our common stock on The NASDAQ Global Market was $15.65.
As of August 16, 2017, there were 7,307,449
shares of our common stock outstanding held by approximately 37 holders of record, which excludes 5,221 shares of restricted common
stock that were subject to vesting restrictions as of such date and were not considered outstanding for accounting purposes and
excludes, as of August 16, 2017, 360,000 shares of common stock available for future issuance under our 2017 Equity Incentive Plan.
DIVIDEND POLICY
We have never paid cash dividends on our
common stock. We currently intend to retain earnings, if any, to fund the development and growth of our business and do not anticipate
paying cash dividends for the foreseeable future. Payment of future cash dividends, if any, will be at the discretion of our board
of directors after taking into account various factors, including our financial condition, operating results, current and anticipated
cash needs and plans for expansion. Under our loan agreement with SunTrust Bank, dated May 10, 2017, we are prohibited from paying
cash dividends, unless certain conditions are met.
CAPITALIZATION
The following sets
forth our cash and cash equivalents and capitalization on a consolidated basis as of April 30, 2017:
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on an actual basis; and
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on an as adjusted basis to reflect the sale of 725,000 shares of common stock in this offering at the public
offering price of $13.80 per share, after deducting the underwriting discounts and commissions and estimated offering
expenses payable by us.
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We have presented our capitalization on
both an actual and an as adjusted basis to reflect the issuance and sale of shares offered hereby, but not the application of the
net proceeds from the issuance and sale of such shares. See “Use of Proceeds.” You should read the following table
along with our financial statements and the accompanying notes to those statements, together with the information set forth under
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report
on Form 10-K for the year ended January 31, 2017 and our Quarterly Report for the three months ended April 30, 2017, which are
incorporated by reference in this prospectus supplement and the accompanying prospectus.
|
|
As of April 30, 2017
|
|
|
|
(in thousands, except share
data)
|
|
|
|
Actual
|
|
|
As Adjusted
|
|
Cash and cash equivalents (1)
|
|
$
|
11,848
|
|
|
$
|
20,798
|
|
Total indebtedness
|
|
|
3,100
|
|
|
|
3,100
|
|
Stockholders’ equity:
|
|
|
|
|
|
|
|
|
Preferred stock, $0.01 par; authorized 1,500,000 shares (none issued)
|
|
|
—
|
|
|
|
—
|
|
Common Stock, $0.01 par; authorized 10,000,000 shares;
|
|
|
|
|
|
|
|
|
Issued 8,345,861; outstanding 7,989,420
|
|
|
76
|
|
|
|
83
|
|
Treasury stock, at cost; 356,441 shares
|
|
|
(3,352
|
)
|
|
|
(3,352
|
)
|
Additional paid-in capital
|
|
|
64,862
|
|
|
|
73,804
|
|
Retained earnings
|
|
|
14,112
|
|
|
|
14,112
|
|
Accumulated other comprehensive loss
|
|
|
(2,472
|
)
|
|
|
(2,472
|
)
|
Total stockholders’ equity
|
|
|
73,226
|
|
|
|
82,175
|
|
|
|
|
|
|
|
|
|
|
Total capitalization
|
|
$
|
76,326
|
|
|
$
|
85,275
|
|
(1) Some of our cash held in accounts overseas are subject to
tax on repatriation. Of our total cash and cash equivalents as of April 30, 2017, cash held in the UK of $0.1 million, cash held
in India of $0.1 million and cash held in Canada of $0.7 million would not be subject to additional tax as foreign income related
thereto has already been subject to US tax. Cash in all other foreign countries of $10.1 million would incur US tax less any foreign
tax credits if the cash was repatriated. In the event that we repatriated cash from China, of the $9.5 million balance at April
30, 2017 there would be an additional 10% withholding tax incurred in that country.
The number of shares of our common stock to be outstanding immediately
after this offering as shown above is based on 7,264,420 shares outstanding as of April 30, 2017, which excludes 43,029 shares
of restricted common stock that were subject to vesting restrictions as of such date and excludes, as of July 31, 2017, 360,000
shares of common stock available for future issuance under our 2017 Equity Incentive Plan.
DILUTION
Our net tangible book value as of April
30, 2017 was approximately $72.4 million, or $9.96 per share. Net tangible book value per share is determined by dividing our total
tangible assets, less total liabilities, by the number of shares of our common stock outstanding as of April 30, 2017. Dilution
with respect to net tangible book value per share represents the difference between the amount per share paid by purchasers of
our shares in this offering and the net tangible book value per share of our shares immediately after this offering.
After giving effect to the sale of shares
in this offering at the public offering price of $13.80 per share and after deducting the underwriting discount and estimated offering
expenses payable by us, our as adjusted net tangible book value as of April 30, 2017 would have been approximately $81.3 million,
or $10.18 per share. This represents an immediate increase in net tangible book value of $.22 per share to existing stockholders
and immediate dilution of $3.62 per share to investors purchasing our shares in this offering at the public offering price. The
following table illustrates this dilution on a per share basis:
Public offering price per share
|
|
|
|
|
|
$
|
13.80
|
|
Net tangible book value per share of as April 30, 2017
|
|
$
|
9.96
|
|
|
|
|
|
Increase in net tangible book value per share attributable to investors in this offering
|
|
$
|
.22
|
|
|
|
|
|
As adjusted net tangible book value per share after this offering
|
|
|
|
|
|
$
|
10.18
|
|
Dilution in net tangible book value per share to investors in this
offering
|
|
|
|
|
|
$
|
3.62
|
|
If the underwriters exercise their option
to purchase additional shares in full, the as adjusted net tangible book value would increase to approximately $82.7 million,
or $10.21 per share, representing an increase to existing stockholders of approximately $0.25 per share, and an immediate dilution
of approximately $3.59 per share to the investors in this offering.
The number of shares of our common stock
to be outstanding immediately after this offering as shown above is based on 7,264,420 shares outstanding as of April 30, 2017,
which excludes 43,029 shares of restricted common stock that were subject to vesting restrictions as of such date and excludes,
as of July 31, 2017, 360,000 shares of common stock available for future issuance under our 2017 Equity Incentive Plan.
In addition, we may choose to raise additional
capital due to market conditions or strategic considerations even if we believe that we have sufficient funds for our current or
future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities,
the issuance of these securities could result in further dilution to our stockholders.
UNDERWRITING
We have entered into an underwriting agreement
with the underwriters listed in the table below. Roth Capital Partners, LLC and Craig-Hallum Capital Group are joint bookrunning
managers and co-representatives for the offering. We refer to the underwriters listed in the table below as the ‘‘underwriters.’’
Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriters, and the underwriters
have agreed to severally purchase from us, shares of our common stock. Our common stock trades on The NASDAQ Global Market under
the symbol “LAKE.”
Pursuant to the terms and subject to the
conditions contained in the underwriting agreement, we have agreed to sell to the underwriters named below, and each underwriter
severally has agreed to purchase from us, the respective number of shares of common stock set forth opposite its name below:
Underwriter
|
|
Number of
Shares
|
|
Roth Capital Partners, LLC
|
|
|
362,500
|
|
Craig-Hallum Capital Group LLC
|
|
|
362,500
|
|
|
|
|
|
|
Total
|
|
|
725,000
|
|
The underwriting agreement provides that
the obligation of the underwriters to purchase the shares of common stock offered by this prospectus supplement and the accompanying
prospectus is subject to certain conditions. The underwriters are obligated to purchase all of the shares of common stock offered
hereby if any of the shares are purchased.
We have granted the underwriters an
option to buy up to an additional 108,750 shares of common stock from us at the public offering price, less the underwriting
discounts and commissions, to cover over-allotments, if any. The underwriters may exercise this option at any time, in whole
or in part, during the 45-day period after the date of the underwriting agreement.
Discounts, Commissions and Expenses
The underwriters propose to offer the shares
of common stock purchased pursuant to the underwriting agreement to the public at the public offering price set forth on the cover
page of this prospectus supplement and to certain dealers at that price less a concession not in excess of $0.4
83
per
share. After this offering, the public offering price and concession may be changed by the underwriters. No such change shall
change the amount of proceeds to be received by us as set forth on the cover page of this prospectus supplement.
In connection with the sale of the common
stock to be purchased by the underwriters, the underwriters will be deemed to have received compensation in the form of underwriting
commissions and discounts. The underwriters' commissions and discount will be 7% of the gross proceeds of this offering, or $0.966
per
share of common stock, based on the public offering price per share set forth on the cover page of this prospectus supplement.
We have agreed to reimburse the co-representatives at closing for expenses incurred by them in connection with the offering up
to a maximum of $125,000.
We estimate that our total offering expenses
for this offering, net of the underwriting discount and commission, will be approximately $354,000.
The following table shows the underwriting
discount and commissions payable to the underwriters by us in connection with this offering (assuming both the exercise and non-exercise
of the over-allotment option to purchase additional shares of common stock we have granted to the underwriters):
|
|
Per Share
|
|
|
Total
|
|
|
|
Without
Over-
allotment
|
|
|
With
Over-
allotment
|
|
|
Without
Over-
allotment
|
|
|
With
Over-
allotment
|
|
Public offering price
|
|
$
|
13.80
|
|
|
$
|
13.80
|
|
|
$
|
10,005,000
|
|
|
$
|
11,505,750
|
|
Underwriting discount and commissions paid by us
|
|
$
|
0.966
|
|
|
$
|
0.966
|
|
|
$
|
700,350
|
|
|
$
|
805,403
|
|
Indemnification
Pursuant to the underwriting agreement,
we have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to
contribute to payments that the underwriters or such other indemnified parties may be required to make in respect of those liabilities.
Lock-Up Agreements
Without the prior written consent of the
underwriters and, for a period of 90 days following the date of this prospectus supplement (the “Lock-Up Period”),
we have agreed not to directly or indirectly (i) offer, pledge, issue, sell, contract to sell, purchase, contract to purchase,
lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into
or exercisable or exchangeable for common stock of the Company, (ii) enter into any swap or other arrangement that transfers, in
whole or in part, any of the economic consequences of ownership of shares of common stock or (iii) file any registration statement
with the SEC relating to the offering of any shares of common stock or any securities convertible into or exercisable or exchangeable
for shares of common stock, except, in the case of clause (i), for the issuance of the shares of our common stock in this offering
and the issuance of shares of our common stock pursuant to our 2017 Equity Incentive Plan.
In addition, each of our directors and executive
officers has entered into a lock-up agreement with the underwriters. Under the lock-up agreements, the foregoing persons may not,
directly or indirectly, (i) sell, assign, transfer, pledge, offer to sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option for sale (including any short sale), right or warrant to purchase, lend,
establish an open “put equivalent position” (within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise
dispose of, or enter into any transaction which is designed to or could be expected to result in the disposition of, any shares
of common stock or securities convertible into or exercisable or exchangeable for any equity securities of the Company (including,
without limitation, shares of common stock or any such securities which may be deemed to be beneficially owned by such persons
in accordance with the rules and regulations promulgated by the SEC from time to time (such shares or securities, the “Beneficially
Owned Shares”)), or publicly announce any intention to do any of the foregoing, other than the exercise of options or warrants
so long as there is no sale or disposition of the common stock underlying such options or warrants during the Lock-Up Period, (ii)
enter into any swap, hedge or other agreement or arrangement that transfers in whole or in part, the economic risk of ownership
of any Beneficially Owned Shares, common stock or securities convertible into or exercisable or exchangeable for any equity securities
of the Company, or (iii) engage in any short selling of any Beneficially Owned Shares, common stock or securities convertible into
or exercisable or exchangeable for any equity securities of the Company, whether any such transaction described in clause (i),
(ii) or (iii) above is to be settled by delivery of shares of common stock or such other securities, in cash or otherwise, without
the prior written consent of Roth Capital Partners and Craig-Hallum Capital Group, for a period of 90 days from the date of this
prospectus supplement. This consent may be given at any time without public notice. These restrictions on future dispositions by
our directors and executive officers are subject to certain exceptions for transfers of Beneficially Owned Shares, including but
not limited to transfers (i) as a bona fide gift or gifts, (ii) by operation of law, including pursuant to a qualified domestic
order or in connection with a divorce settlement, (iii) to the immediate family of the transferor, (iv) to any trust for the direct
or indirect benefit of such person or the immediate family of the transferor, (v) to any beneficiary of the transferor pursuant
to a will or other testamentary document or applicable laws of descent, (vi) to any corporation, partnership, limited liability
company or other entity all of the beneficial ownership interests of which are held by the transferor or the immediate family of
the transferor, and (vii) in the event we are acquired by another company.
Electronic Distribution
This prospectus supplement and the accompanying
prospectus may be made available in electronic format on websites or through other online services maintained by the underwriters
or by their affiliates. In those cases, prospective investors may view offering terms online and prospective investors may be allowed
to place orders online. Other than this prospectus supplement and the accompanying prospectus in electronic format, the information
on the underwriters' websites or our website and any information contained in any other websites maintained by the underwriters
or by us is not part of this prospectus supplement, the accompanying prospectus or the registration statement of which this prospectus
supplement and the accompanying prospectus forms a part, has not been approved and/or endorsed by us or the underwriters in
their capacity as underwriters, and should not be relied upon by investors.
Price Stabilization, Short Positions
and Penalty Bids
In connection with the offering the underwriters
may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance
with Regulation M under the Exchange Act:
|
·
|
Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
|
|
·
|
Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market.
|
|
·
|
Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. A naked short position occurs if the underwriters sell more shares than could be covered by the over-allotment option. This position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.
|
|
·
|
Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.
|
These stabilizing transactions, syndicate
covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing
or retarding a decline in the market price of the common stock. As a result, the price of our common stock may be higher than the
price that might otherwise exist in the open market. These transactions may be discontinued at any time.
Neither we nor the underwriters make any
representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the
price of our shares of common stock. In addition, neither we nor the underwriters make any representation that the underwriters
will engage in these transactions or that any transaction, if commenced, will not be discontinued without notice.
Selling Restrictions
European Economic Area
This prospectus supplement and the accompanying
prospectus does not constitute an approved prospectus under Directive 2003/71/EC and no such prospectus is intended to be prepared
and approved in connection with this offering. Accordingly, in relation to each Member State of the European Economic Area which
has implemented Directive 2003/71/EC (each, a “Relevant Member State”) an offer to the public of any shares of common
stock which are the subject of the offering contemplated by this prospectus supplement and the accompanying prospectus may not
be made in that Relevant Member State except that an offer to the public in that Relevant Member State of any shares of common
stock may be made at any time under the following exemptions under the Prospectus Directive, if and to the extent that they have
been implemented in that Relevant Member State:
(a) to any legal
entity which is a qualified investor as defined in the Prospectus Directive;
(b) to fewer
than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural
or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent
of the representative of the underwriters for any such offer; or
(c) in any other
circumstances which do not require any person to publish a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the
expression an “offer to the public” in relation to any shares of common stock in any Relevant Member State means the
communication in any form and by any means of sufficient information on the terms of the offer and any shares of common stock to
be offered so as to enable an investor to decide to purchase any shares of common stock, as the expression may be varied in that
Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive"
means Directive 2003/71/EC (and any amendments thereto including the 2010 PD Amending Directive to the extent implemented in each
Relevant Member State) and includes any relevant implementing measure in each Relevant Member State and the expression "2010
PD Amending Directive" means Directive 2010/73/EU.
United Kingdom
This prospectus supplement and the accompanying
prospectus are not an approved prospectus for purposes of the UK Prospectus Rules, as implemented under the EU Prospectus Directive
(2003/71/EC), and have not been approved under section 21 of the Financial Services and Markets Act 2000 (as amended) (the
"FSMA") by a person authorized under FSMA. The financial promotions contained in this prospectus supplement and the accompanying
prospectus are directed at, and this prospectus supplement and the accompanying prospectus are only being distributed to, (1) persons
who receive this prospectus supplement and the accompanying prospectus outside of the United Kingdom, and (2) persons in the
United Kingdom who fall within the exemptions under articles 19 (investment professionals) and 49(2)(a) to (d) (high
net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (all such persons together being referred to as "Relevant Persons"). This prospectus supplement and the accompanying
prospectus must not be acted upon or relied upon by any person who is not a Relevant Person. Any investment or investment activity
to which this prospectus supplement and the accompanying prospectus relate is available only to Relevant Persons and will be engaged
in only with Relevant Persons. This prospectus supplement and the accompanying prospectus and their contents are confidential and
should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person that is
not a Relevant Person.
Each underwriter has represented, warranted
and agreed that:
(a) it has only
communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of section 21 of the FSMA in connection with the issue or sale of any of
the shares of common stock in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and
(b) it has complied
with and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares of
common stock in, from or otherwise involving the United Kingdom.
LEGAL MATTERS
The validity of the securities being offered
hereby will be passed upon for us by Moomjian, Waite & Coleman, LLP, Jericho, New York. Ellenoff Grossman & Schole LLP,
New York, New York, is acting as counsel for the underwriters in connection with this offering.
EXPERTS
Our consolidated financial statements as
of and for the fiscal year ended January 31, 2017 have been audited by Friedman LLP, our independent registered public accounting
firm, as stated in their report, which is incorporated herein by reference, and our consolidated financial statements as of and
for the fiscal year ended January 31, 2016 have been audited by Mazars USA LLP (formerly WeiserMazars LLP), an independent registered
public accounting firm, as stated in their report, which is incorporated herein by reference, and the financial statements for
each of our subsidiaries, Weifang Lakeland Safety Products Co., Ltd. and Lakeland (Beijing) Safety Products Co., Ltd., as of and
for the fiscal year ended January 31, 2016 have been audited by Shanghai Mazars Certified Public Accountants, as stated in their
reports, each of which is incorporated herein by reference.
All such financial statements are incorporated
by reference in reliance upon the respective report of each such firm given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration
statement under the Securities Act with respect to the securities offered hereby. This prospectus supplement and the accompanying
prospectus, which constitutes a part of the registration statement, do not contain all of the information in the registration statement.
For further information about us and the securities offered hereby, see the registration statement and the exhibits and schedules
thereto. We are subject to the informational requirements of the Exchange Act, and, in accordance therewith, we file unaudited
quarterly and audited annual reports, proxy statements and other information with the SEC. You may read and copy all or a portion
of the reports, proxy statements and other information we file at the SEC’s principal office in Washington, D.C., and copies
of all or any part thereof may be obtained from the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington,
D.C. 20549, after payment of fees prescribed by the SEC. Please call the SEC at l-800-SEC-0330 for further information on operation
of the public reference rooms. The SEC also maintains an Internet site which provides online access to reports, proxy statements
and other information regarding registrants that file electronically with the SEC at the address
http://www.sec.gov
. In
addition, we post our filed documents on our website at
http://www.lakeland.com
. Except for the documents incorporated by
reference into this prospectus, the information on Lakeland’s website is not a part of this prospectus.
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
The SEC allows us to “incorporate
by reference” the information we file with the SEC, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered to be part of this prospectus supplement, and information
that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents
filed with the SEC listed below:
|
·
|
our Annual Report on Form 10-K for the fiscal year ended January 31, 2017 filed with the SEC on April 26, 2017;
|
|
·
|
our Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2017 filed with the SEC on June 14, 2017;
|
|
·
|
our Current Reports on Form 8-K filed with the SEC on March 10, 2017, April 26, 2017, April 28, 2017, May 16, 2017, June 14,
2017, June 22, 2017, July 24, 2017, and August 16, 2017; and
|
|
·
|
the description of our common stock contained in our Registration Statement on Form 8-A, dated March 30, 1987, including any
amendment(s) or report(s) filed for the purpose of updating such description.
|
All reports and other documents subsequently
filed by us with the SEC pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of this prospectus
supplement and before the termination of the offering shall be deemed to be incorporated by reference in this prospectus supplement
and to be a part of this prospectus supplement from the date of filing of such reports and documents. This prospectus supplement
also incorporates by reference any documents that we filed with the SEC after the date that the initial registration statement
was filed with the SEC and effectiveness of the registration statement. Any statement contained in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus supplement
to the extent that a statement contained in this prospectus supplement or in any other subsequently filed document which also is
or is deemed to be incorporated by reference in this prospectus supplement modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement.
You may request a copy of any of the documents
that we incorporate by reference into this prospectus at no cost by writing or telephoning us at the following address:
Lakeland Industries, Inc.
3555 Veterans Memorial Highway, Suite C
Ronkonkoma, NY 11779
Attn: Christopher J. Ryan, Secretary
(631) 981-9700
CJRyan@lakeland.com
PROSPECTUS
LAKELAND INDUSTRIES, INC.
$30,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Rights
Units
We may offer to the public from time to time in one or more
series or issuances at prices and on terms that we will determine at the time of each offering, shares of our common stock; shares
of preferred stock; debt securities; warrants to purchase shares of our common stock, preferred stock, debt securities and/or units;
rights to purchase common stock, preferred stock, debt securities, warrants and/or units; and units consisting of any of the foregoing,
each as described in this prospectus. This prospectus also covers an indeterminate number of securities that may be issued upon
exercise, conversion or exchange of any securities registered hereunder that provide for exercise, conversion or exchange or pursuant
to the antidilution provisions of any such securities. The aggregate initial offering price of all securities sold by us pursuant
to this prospectus will not exceed $30,000,000.
This prospectus describes the general manner in which our securities
may be offered using this prospectus. Each time we offer and sell securities, we will provide you with a prospectus supplement
that will contain specific information about the terms of that offering. Any prospectus supplement may also add, update, or change
information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement, as
well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of the
securities offered hereby. This prospectus may not be used to consummate a sale of securities unless accompanied by a prospectus
supplement.
We may offer the securities directly or through agents or to
or through underwriters or dealers. If any agents or underwriters are involved in the sale of the securities, their names and any
applicable purchase price, fee, commission or discount arrangement between or among them, will be set forth, or will be calculable
from the information set forth, in an accompanying prospectus supplement. The securities may be offered and sold through public
or private transactions at market prices prevailing at the time of sale, at a fixed price or fixed prices, at negotiated prices,
at various prices determined at the time of sale or at prices related to prevailing market prices. We can sell the securities through
agents, underwriters or dealers only with delivery of a prospectus supplement describing the method and terms of the offering of
such securities. In addition, shares of our common stock may be offered from time to time through ordinary brokerage transactions
on The NASDAQ Global Market. See “Plan of Distribution.”
Our common stock is currently traded on The NASDAQ Global Market
under the symbol “LAKE.” On April 11, 2017, the closing price of our common stock was $10.05 per share. As of April
11, 2017, the aggregate market value of our outstanding common stock held by non-affiliates was approximately $73,000,929, based
on 7,263,774 shares of outstanding common stock, of which 6,710,333 shares were held by non-affiliates, and a per share price of
$10.05 based on the closing sale price of our common stock as of April 11, 2017. Pursuant to General Instruction I.B.6 of Form
S-3, in no event will we sell securities pursuant to this prospectus with a value of more than one-third of the aggregate market
value of our common stock held by non-affiliates in any twelve-month period, so long as the aggregate market value of our common
stock held by non-affiliates is less than $75,000,000. In the event that subsequent to the date of this prospectus, the aggregate
market value of our outstanding common stock held by non-affiliates equals or exceeds $75,000,000, then the one-third limitation
on sales shall not apply to additional sales made pursuant to this prospectus. We have not offered any securities pursuant to General
Instruction I.B.6 of Form S-3 during the twelve calendar months prior to and including the date of this prospectus.
Investing in our securities involves a high degree of risk.
You should carefully read the section entitled “Risk Factors” on page 5 of this prospectus and in any prospectus supplement,
as well as in any of the documents incorporated or deemed to be incorporated by reference in this prospectus before purchasing
any securities offered by this prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
This prospectus is dated April 11, 2017
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
You should rely only on the information
contained in this prospectus, any prospectus supplement and the documents incorporated by reference in this prospectus. We have
not authorized anyone to provide you with different information. No dealer, salesperson or other person is authorized to give you
any written information other than this prospectus or any prospectus supplement, or to make representations as to matters not stated
in this prospectus or any prospectus supplement. This prospectus and any prospectus supplement do not constitute an offer to sell
these securities and are not soliciting offers to buy these securities in any jurisdiction where the offer or sale of these securities
is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than
the date on the front cover of this prospectus, or that the information contained in any prospectus supplement or any document
incorporated by reference is accurate as of any date other than the date of the prospectus supplement or the document incorporated
by reference, regardless of the time of delivery of this prospectus or any sale of securities.
This prospectus is part of a registration
statement that we filed with the Securities and Exchange Commission, or SEC, using a “shelf” registration process.
Under this shelf registration process, we may sell any of the securities, or any combination of the securities, described in this
prospectus, in each case in one of more offerings up to a total dollar amount of proceeds of $30,000,000, subject to securities
laws limitations. This prospectus describes the general manner in which our securities may be offered by this prospectus. Each
time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of those
securities and terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus
or in documents incorporated by reference in this prospectus. To the extent that any statement that we make in a prospectus supplement
is inconsistent with statements made in this prospectus or in documents incorporated by reference in this prospectus, you should
rely on the information in the prospectus supplement. You should carefully read this prospectus and any applicable prospectus supplement,
together with the information incorporated by reference as described under the below sections titled “Where You Can Find
More Information” and “Information Incorporated by Reference” before buying any securities in this offering.
Unless otherwise indicated, all references
in this prospectus to “$” or “dollars” are to U.S. dollars and financial information presented in this
prospectus that is derived from financial statements incorporated by reference is prepared in accordance with accounting principles
generally accepted in the United States.
As used in this prospectus, unless the context
requires otherwise, references to “Lakeland,” “the Company,” “we,” “us,” or “our”
refer to Lakeland Industries, Inc. and its subsidiaries.
PROSPECTUS SUMMARY
This summary highlights important information
about our business and about this prospectus. This summary does not contain all of the information that may be important to you.
You should carefully read this prospectus in its entirety before making an investment decision. In particular, you should read
the section entitled “Risk Factors” and the information referred to therein and the financial statements and related
notes incorporated by reference in this prospectus.
Corporate Information
We are a corporation organized under the
laws of the State of Delaware. Our principal executive offices are located at 3555 Veterans Memorial Highway, Suite C, Ronkonkoma,
NY 11779, our telephone number is (631) 981-9700 and our website is located at www.lakeland.com. The contents of our website
are not part of this prospectus.
Our Business
We manufacture and sell a comprehensive
line of safety garments and accessories for the industrial protective clothing market. Our products are sold by our in-house customer
service group, our regional sales managers and independent sales representatives to a network of over 1,200 North American safety
and mill supply distributors. These distributors in turn supply end user industrial customers, such as integrated oil, chemical/petrochemical,
utilities, automobile, steel, glass, construction, smelting, munition plants, janitorial, pharmaceutical, mortuaries and high technology
electronics manufacturers, as well as scientific and medical laboratories. In addition, we supply to federal, state and local governmental
agencies and departments, such as fire and law enforcement, airport crash rescue units, the Department of Defense, the Department
of Homeland Security and the Centers for Disease Control. Internationally, sales are to a mixture of end users directly and industrial
distributors depending on the particular country market. Sales are made to more than 40 foreign countries but are primarily in
China, European Economic Community (“EEC”), Canada, Chile, Argentina, Russia, Colombia, Mexico, Ecuador and Southeast
Asia.
The Securities We May Offer
We may offer and sell from time to time
any of the following securities up to a total value of $30,000,000 under this prospectus, together with any applicable prospectus
supplement, at prices and on terms to be determined by market conditions at the time of the offering:
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shares of our common stock;
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shares of our preferred stock;
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debt securities consisting of convertible debentures,
notes or other evidences of indebtedness;
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warrants to purchase shares of our common stock, preferred
stock, debt securities and/or units;
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rights to purchase our common stock, preferred stock,
debt securities, warrants and/or units; and
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units consisting of any combination of securities offered
under this prospectus.
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This prospectus provides you with a general
description of the securities we may offer. When particular securities are offered, we will provide a prospectus supplement that
will describe the specific amounts, prices and other important terms of the offered securities. A prospectus supplement and any
related free writing prospectus that we may provide to you may also add, update, or change information contained in this prospectus
or in documents we have incorporated by reference. However, no prospectus supplement will offer a security that is not registered
and described in this prospectus at the time of the effectiveness of the registration statement of which this prospectus is a part.
RISK FACTORS
Investing in our securities involves risks.
You should carefully review the risks and uncertainties described under the heading “Risk Factors” contained in our
most recent Annual Report on Form 10-K, or any updates in our Quarterly Reports on Form 10-Q, together with all of the other information
appearing in this prospectus or incorporated by reference into this prospectus and any applicable prospectus supplement, in light
of your particular investment objectives and financial circumstances. The risks so described are not the only risks facing our
company. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have
material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance
and historical trends should not be used to anticipate results or trends in future periods. Our business, financial condition and
results of operations could be materially adversely affected by any of these risks. In that event, the market price of our securities
could decline and you could lose all or part of your investment. You should carefully consider all of the information set forth
in this prospectus, any prospectus supplement, and the documents incorporated by reference herein and therein and annexed hereto
and thereto with your respective legal counsel, tax and financial advisors and/or accountants prior to purchasing our securities.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus and the information incorporated
by reference in this prospectus contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”).
These forward-looking statements involve risks, uncertainties and assumptions as described in registration statements, annual reports
and other periodic reports and filings we file from time to time with the SEC. Such statements may relate to our strategy, future
operations, future financial position, future revenues, projected costs, and plans and objectives of management. All statements
contained herein or incorporated by reference in this prospectus that are not clearly historical in nature are forward-looking,
and the words “anticipate,” “believe,” “continues,” “expect,” “estimates,”
“intend,” “project” and similar expressions, as well as statements in future tense, identify forward-looking
statements.
We caution readers that these forward-looking
statements are not a guarantee of future performance. Actual results could differ materially from any expectation, estimate or
projection conveyed by these statements and there can be no assurance that any such expectation, estimate or projection will be
met. Numerous important factors, risks and uncertainties affect our operating results and could cause actual results to differ
from the results implied by these or any other forward-looking statements. These potential factors, risks and uncertainties include,
among other things, such factors as:
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our ability to obtain additional funds, if necessary;
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we are subject to risk as a result of our international manufacturing operations;
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our results of operations could be negatively affected by potential fluctuations in foreign currency exchange rates;
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we deal in countries where corruption is an obstacle;
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we have experienced material weaknesses in internal controls in the past and although we believe such weaknesses have been
remediated, there can be no assurance that such weaknesses will not occur in the future;
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there is no assurance that our disposition of our Brazilian subsidiary will be entirely successful in that we may continue
to be exposed to certain liabilities in connection with the operations of such company. In addition, while our tax advisors believe
that the worthless stock deduction taken by our company in connection therewith is valid, there can be no assurance that the IRS
will not challenge it and, if challenged, that we will prevail;
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rapid technological change could negatively affect sales of our products, inventory levels and our performance;
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we must estimate customer demand because we do not have long-term commitments from many of our customers, and errors in our
estimates could negatively impact our inventory levels and net sales;
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our operations are substantially dependent upon key personnel;
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we rely on a limited number of suppliers and manufacturers for specific fabrics, and we may not be able to obtain substitute
suppliers and manufacturers on terms that are as favorable, or at all, if our supplies are interrupted;
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our inability to protect our intellectual property;
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our effective tax rate could change as a result of tax reform and the result could be a significant one-time noncash charge
to tax expense in order to adjust our deferred tax asset;
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we face competition from other companies, a number of which have substantially greater resources than we do;
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our overall sales volume has recently been reduced due to global softness in the industrial sector partially resulting from
a continuing downturn in the oil and gas industry and there can be no assurance that such downturn will not continue in the future;
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some of our sales are to foreign buyers, which exposes us to additional risks;
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a significant reduction in government funding for preparations for terrorist incidents could adversely affect our net sales;
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we may be subject to product liability claims, and insurance coverage could be inadequate or unavailable to cover these claims;
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our directors and executive officers have the ability to exert significant influence on us and on matters subject to a vote
of our stockholders;
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our failure to realize anticipated benefits from acquisitions, divestitures or restructurings, or the possibility that such
acquisitions, divestitures or restructurings could adversely affect us;
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our ability to make payments on our indebtedness and comply with the restrictive covenants therein;
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covenants in our credit facilities may restrict our financial and operating flexibility;
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other risks and uncertainties, including those mentioned in the documents incorporated by reference herein, including our most
recent Annual Report on Form 10-K, as such may be amended or supplemented (see “Risk Factors”).
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You should carefully consider such risks,
uncertainties and other information, disclosures and discussions which contain cautionary statements identifying important factors
that could cause actual results to differ materially from those provided in the forward-looking statements.
Except as may be required, we undertake
no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events
or otherwise.
This discussion should be read in conjunction
with the consolidated financial statements and notes thereto incorporated by reference in this prospectus.
USE OF PROCEEDS
We will retain broad discretion over the
use of the net proceeds from the sale of our securities offered by us hereby. Except as described in any prospectus supplement,
we currently intend to use the net proceeds from the sale of securities offered by us pursuant to this prospectus for working capital,
capital expenditures, investments in our subsidiaries, and other general corporate purposes. We may also use such proceeds to fund
acquisitions of businesses, technologies, or product lines that complement our current business. However, we currently have no
commitments or agreements for any specific acquisitions. Pending application of the net proceeds, we intend to utilize the net
proceeds to temporarily pay down our revolving line of credit and/or invest the net proceeds of the offering of securities by us
in investment-grade, interest-bearing securities.
The intended application of proceeds from
the sale of any particular offering of securities using this prospectus will be described in the accompanying prospectus supplement
relating to such offering. The precise amount and timing of the application of these proceeds will depend on our funding requirements
and the availability and costs of other funds.
DESCRIPTION OF OUR CAPITAL STOCK
The following description of the material
terms of our capital stock includes a summary of specified provisions of our restated certificate of incorporation and amended
and restated bylaws. This description also summarizes relevant provisions of the Delaware General Corporation Law, or “DGCL.”
The terms of our restated certificate of incorporation and amended and restated bylaws, and the DGCL are more detailed than the
general information below. Therefore, please carefully consider the actual provisions of these documents, which have been filed
with the SEC as exhibits to the registration statement of which this prospectus forms a part, and the DGCL.
Authorized Capital
Our authorized capital consists of:
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10,000,000 shares of common stock, $0.01 par value per share
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of which 7,263,774 shares are outstanding as of April 11, 2017; and
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1,500,000 shares of preferred stock, $0.01 par value per share, none of which shares are outstanding.
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Common Stock
The holders of our common stock (i) have
equal ratable rights to dividends from funds legally available therefor, when and if declared by our Board of Directors; (ii) are
entitled to share in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding
up of our affairs; (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund
provisions or rights; and (iv) are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.
Holders of shares
of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares,
voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the
holders of the remaining shares will not be able to elect any of our directors.
We
currently intend to retain our future earnings, if any, for use in our business and therefore do not anticipate paying cash dividends
in the foreseeable future. Payment of future dividends, if any, will be at the discretion of our Board after taking into account
various factors, including our financial condition, operating results, and current and anticipated cash needs. In addition, our
ability to pay dividends is subject to certain contractual restrictions imposed by our current senior financing facility.
Preferred Stock
Under
our certificate of incorporation, our board of directors is authorized, without further stockholder action, to provide for the
issuance of shares of preferred stock in one or more series, each with such designations, preferences, voting powers (or special,
preferential or no voting powers), relative, participating, optional or other special rights and privileges and such qualifications,
limitations or restrictions thereof, as may be stated in the resolution(s) adopted by our board of directors to create such series.
We may amend from time to time our certificate of incorporation and bylaws to increase the number of authorized shares of common
stock or shares of preferred stock or to make other changes or additions.
We will fix the designations, voting powers,
preferences and rights of the preferred stock of each series we issue under this prospectus, as well as the qualifications, limitations
or restrictions thereof, in the certificate of designation relating to that series. We will file as an exhibit to the registration
statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form
of any certificate of designation that contains the terms of the series of preferred stock we are offering. We will describe in
the applicable prospectus supplement the terms of the series of preferred stock being offered, including, to the extent applicable:
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the title and stated or par value of the preferred stock;
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the number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred
stock;
• the
dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock;
• whether
dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall
accumulate;
• the
procedures for any auction and remarketing, if any;
• the
provisions for a sinking fund, if any, for the preferred stock;
• any
voting rights of the preferred stock;
• the
provisions for redemption, if applicable, of the preferred stock;
• any
listing of the preferred stock on any securities exchange or market;
• the
terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock, including the conversion
price or the manner of calculating the conversion price and conversion period, and any other terms of conversion (including any
anti-dilution provisions, if any);
• whether
the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price (or how it will be calculated),
the exchange period and any other terms of exchange (including any anti-dilution provisions, if any);
• the
relative ranking and preferences of the preferred stock as to dividend rights and rights upon liquidation, dissolution or winding
up of the affairs of the Company;
• any
material limitations on issuance of any series of preferred stock ranking senior to or on a parity with the series of preferred
stock as to dividend rights and rights upon liquidation, dissolution or winding up of the Company;
• any
other affirmative, negative or other covenants or contractual rights which might be attendant with the specific series of preferred
stock;
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appropriate, a discussion of Federal income tax consequences applicable to the preferred stock; and
• any
other specific terms, preferences, rights, limitations or restrictions of the preferred stock.
Certain Anti-Takeover Effects
Provisions of Delaware Law.
We are a Delaware corporation. Section 203 of the DGCL applies to us. It is an anti-takeover statute that is designed to protect
stockholders against coercive, unfair or inadequate tender offers and other abusive tactics and to encourage any person contemplating
a business combination with us to negotiate with our board of directors for the fair and equitable treatment of all stockholders.
Under Section 203 of the DGCL, a Delaware
corporation shall not engage in a “business combination” with an “interested stockholder” for a period
of three years following the date that the stockholder became an interested stockholder. “Business combination” includes
a merger, consolidation, asset sale or other transaction resulting in a financial benefit to the interested stockholder. “Interested
stockholder” is a person who, together with affiliates and associates, owns, or within three years did own, 15% or more of
the corporation’s outstanding voting stock. This prohibition does not apply if:
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to the time that the stockholder became an interested stockholder, the board of directors of the corporation approved either the
business combination or the transaction resulting in the stockholder’s becoming an interested stockholder;
• upon
completion of the transaction resulting in the stockholder’s becoming an interested stockholder, the stockholder owns at
least 85% of the outstanding voting stock of the corporation, excluding voting stock owned by directors who are also officers and
by certain employee stock plans; or
• at
or subsequent to the time that the stockholder became an interested stockholder, the business combination is approved by the board
and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least
two-thirds of the outstanding voting stock that the interested stockholder does not own.
A Delaware corporation may elect not to
be governed by these restrictions. We have not opted out of Section 203.
Classified Board of Directors; Removal
of Directors for Cause.
Our restated certificate of incorporation and amended and restated bylaws provide for our board
of directors to be divided into three classes, as nearly equal in number as possible, serving staggered terms. Approximately one-third
of our board will be elected each year. At each annual meeting of stockholders, directors elected to succeed those directors whose
terms expire will be elected for a three-year term of office. All directors elected to our classified board of directors will serve
until the election and qualification of their respective successors or their earlier resignation or removal. The board of directors
is authorized to create new directorships and to fill such positions so created and is permitted to specify the class to which
any such new position is assigned. The person filling such position would serve for the term applicable to that class. The board
of directors (or its remaining members, even if less than a quorum) is also empowered to fill vacancies on the board of directors
occurring for any reason for the remainder of the term of the class of directors in which the vacancy occurred. Members of the
board of directors may only be removed for cause by either the affirmative vote of a majority of our outstanding voting stock or
the board of directors. These provisions are likely to increase the time required for stockholders to change the composition of
the board of directors. For example, in general, at least two annual meetings will be necessary for stockholders to effect a change
in a majority of the members of the board of directors. The provision for a classified board could prevent a party who acquires
control of a majority of our outstanding common stock from obtaining control of our board of directors until our second annual
stockholders meeting following the date the acquirer obtains the controlling stock interest. The classified board provision could
have the effect of discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us
and could increase the likelihood that incumbent directors will retain their positions.
Advance Notice Procedures.
Our bylaws establish an advance notice procedure for stockholder nominations of persons for election to our board of directors.
Stockholders at an annual meeting will only be able to consider nominations specified in the notice of meeting or brought before
the meeting by or at the direction of our board of directors or by a stockholder who was a stockholder of record on the record
date for the meeting, who is entitled to vote at the meeting and who has given our corporate secretary timely written notice, in
proper form, of the stockholder’s intention to bring that business before the meeting. Although our bylaws will not give
the board of directors the power to approve or disapprove stockholder nominations of candidates or proposals regarding other business
to be conducted at a special or annual meeting, the bylaws may discourage or deter a potential acquirer from conducting a solicitation
of proxies to elect its own slate of directors or otherwise attempting to obtain control of the Company.
Super-Majority Stockholder Vote Required
for Certain Actions.
The Delaware General Corporation Law provides generally that the affirmative vote of a majority of
the shares entitled to vote on any matter is required to amend a corporation's certificate of incorporation or bylaws, unless the
corporation's certificate of incorporation or bylaws, as the case may be, requires a greater percentage. Our restated certificate
of incorporation requires the affirmative vote of the holders of at least 66-2/3% of our outstanding voting stock to amend or repeal
certain provisions of our restated certificate of incorporation. This “super-majority” stockholder vote would be in
addition to any separate class vote that might be required pursuant to the terms of any preferred stock that might then be outstanding.
In addition, our amended and restated bylaws may be amended by the directors then in office.
Effects of Authorized but Unissued
Shares.
We have shares of common stock and “blank check” preferred stock available for future issuance and
may designate and issue preferred stock without stockholder approval, subject to the limitations imposed by the listing standards
of The NASDAQ Global Market or any securities market or exchange our securities may be listed or traded on. Nasdaq Marketplace
Rule 5635(d) requires that an issuer obtain stockholder approval prior to certain issuances of common stock or securities convertible
into or exchangeable for common stock at a price less than the greater of market price or book value of such securities (on an
as exercised basis) if such issuance equals 20% or more of the common stock or voting power of the issuer outstanding before the
transaction. We do not currently intend to engage in any transactions which would require stockholder approval pursuant to Nasdaq
Marketplace Rule 5635(d).
These additional shares may be utilized
for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and
employee benefit plans. The existence of authorized but unissued shares of common stock and “blank check” preferred
stock could render more difficult or discourage an attempt to obtain control of a majority of our common stock by means of a proxy
contest, tender offer, merger or otherwise.
Transfer Agent and Registrar
Registrar & Transfer Company is the
transfer agent and registrar for our common stock. The transfer agent and registrar’s address is 10 Commerce Drive, Cranford,
New Jersey 07016-3572.
Listing of Our Common Stock
Our common stock is listed on the NASDAQ
Global Market under the symbol “LAKE."
DESCRIPTION OF DEBT SECURITIES
Subject to any required consents of lenders,
we may offer secured or unsecured debt securities, which may be senior, subordinated or junior subordinated, and which may be convertible.
The debt securities may be issued in one or more series as may be authorized from time to time.
A prospectus supplement will describe the
particular terms of any series of debt we may issue, which may include: title and aggregate principal amount and, if a series,
the total amount authorized and the total amount outstanding as of the most recent practicable date; whether the securities will
be senior, subordinated or junior subordinated; whether the securities will be secured or unsecured; the guarantors, if any, and
the extent of the guarantees (including provisions relating to seniority, subordination, security and release of the guarantees),
if any; whether the securities are convertible into or exchangeable for other securities; the date or dates on which principal
will be payable and maturity date(s); interest rate(s) or the method for determining the interest rate(s); dates on which interest
will accrue or the method for determining dates on which interest will accrue; redemption, early repayment or extension provisions;
material covenants applicable to the particular debt securities being issued; and any other material terms of such debt securities.
The material specific financial, legal and
other terms as well as any material U.S. federal income tax consequences particular to securities of each series will also be described
in the prospectus supplement relating to the securities of that series. The prospectus supplement may or may not modify the general
terms found in this prospectus and will be filed with the SEC. For a complete description of the terms of a particular series of
debt securities, you should read both this prospectus and the prospectus supplement relating to that particular series.
In addition to the debt securities that
may be offered pursuant to this prospectus, we may issue other debt securities in public or private offerings from time to time.
These other debt securities may be issued under other documentation that is not described in this prospectus, and those debt securities
may contain provisions materially different from the provisions applicable to one or more issues of debt securities offered pursuant
to this prospectus.
DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of
shares of our common stock, preferred stock, debt securities and/or units in one or more series together with other securities
or separately, as described in each applicable prospectus supplement. Warrants may be issued independently or together with any
preferred stock, common stock, debt securities, and/or units and may be attached to or separate from any offered securities. Each
series of warrants may be issued under a separate warrant agreement to be entered into between a warrant agent specified in the
agreement and us. The warrant agent, if any, will act solely as our agent in connection with the warrants of that series and will
not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants. This summary
of some provisions of the warrants is not complete. You should refer to the warrant agreement, including the forms of warrant certificate
representing the warrants if separate from the warrant agreement, relating to the specific warrants being offered for the complete
terms of the warrant agreement and the warrants. The warrant agreement, together with the terms of the warrant certificate and
warrants, will be filed with the SEC in connection with the offering of the specific warrants.
The applicable prospectus supplement will
contain, where applicable, the following terms of and other information relating to the warrants:
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the title and aggregate number of the warrants;
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the price or prices at which the warrants will be issued and the currency or currencies in which the price of the warrants
may be payable;
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if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued
with each such security or each principal amount of such security;
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in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one
warrant;
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in the case of warrants to purchase common stock, preferred stock, or units, the number of shares of common stock, preferred
stock, or units, as the case may be, purchasable upon exercise of one warrant;
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the date on which the right to exercise the warrants shall commence and the date on which such right will expire (subject to
any extension);
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whether the warrants will be issued in registered form or bearer form;
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if applicable, the minimum or maximum amount of the warrants which may be exercised at any one time;
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if applicable, the date on and after which the warrants and the related securities will be separately transferable;
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if applicable, the procedures for adjusting the exercise price and number of shares of common stock or preferred stock or units
purchasable upon the exercise of each warrant upon the occurrence of certain events, including stock splits, reverse stock splits,
combinations, subdivisions or reclassifications of common stock or preferred stock;
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the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants;
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the terms of any rights to redeem or call the warrants;
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information with respect to book-entry procedures, if any;
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the terms of the securities issuable upon exercise of the warrants;
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if applicable, a discussion of certain U.S. Federal income tax considerations; and
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any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
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Transfer Agent and Registrar
Any transfer agent and registrar for any
warrants will be set forth in the applicable prospectus supplement.
DESCRIPTION OF RIGHTS
We may issue rights to purchase our common
stock, preferred stock, debt securities, warrants and/or units. The rights may or may not be transferable by the persons purchasing
or receiving the rights. In connection with any rights offering, we may enter into a standby underwriting or other arrangement
with one or more underwriters or other persons pursuant to which such underwriters or other persons would purchase any offered
securities remaining unsubscribed for after such rights offering. Each series of rights may be issued under a separate rights agent
agreement to be entered into between us and one or more banks, trust companies or other financial institutions, as rights agent,
that we will name in the applicable prospectus supplement. The rights agent, if any, will act solely as our agent in connection
with the rights and will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates
or beneficial owners of rights.
The prospectus supplement and any incorporated
documents relating to any rights that we offer will include specific terms relating to the offering, including, among other matters:
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the title and aggregate number of the rights;
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the subscription price or a formula for the determination of the subscription price for the rights and the currency or currencies
in which the subscription price may be payable;
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if applicable, the designation and terms of the securities with which the rights are issued and the number of rights issued
with each such security or each principal amount of such security;
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the number or a formula for the determination of the number of the rights issued to each stockholder;
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the extent to which the rights are transferable;
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in the case of rights to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one
right;
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in the case of rights to purchase common stock, preferred stock, warrants and/or units, the number of shares of common stock,
preferred stock, warrants and/or units, as the case may be, purchasable upon exercise of one right;
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the date on which the right to exercise the rights would commence and the date on which the rights shall expire (subject to
any extension);
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if applicable, the minimum or maximum amount of the rights which may be exercised at any one time;
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the extent to which such rights include an over-subscription privilege with respect to unsubscribed securities;
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if applicable, the procedures for adjusting the exercise price and number of shares of common stock or preferred stock purchasable
upon the exercise of each right upon the occurrence of certain events, including stock splits, reverse stock splits, combinations,
subdivisions or reclassifications of common stock or preferred stock;
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the effect of any merger, consolidation, sale or other disposition of our business on the rights;
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the terms of any rights to redeem or call the rights;
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information with respect to book-entry procedures, if any;
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the terms of the securities issuable upon exercise of the rights;
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if applicable, the material terms of any standby underwriting, backstop or other purchase arrangement that we may enter into
in connection with the rights offering;
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if applicable, a discussion of certain U.S. Federal income tax considerations; and
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any other terms of the rights, including terms, procedures and limitations relating to the exchange and exercise of the rights.
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Each right would entitle the holder of the
rights to purchase such principal amount of securities or shares of stock at the subscription price as shall in each case be set
forth in, or be determinable as set forth in, the prospectus supplement relating to the rights offered thereby. Rights may be exercised
at any time up to the close of business on the expiration date for the rights provided in the prospectus supplement relating to
the rights offered thereby. After the close of business on the expiration date, all unexercised rights will become void.
If less than all of the rights issued in
any rights offering are exercised, we may offer any unsubscribed securities directly to persons other than our security holders,
to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby arrangements,
as described in the applicable prospectus supplement.
DESCRIPTION OF UNITS
We may issue units consisting of any combination
of the other types of securities offered under this prospectus in one or more series. We may evidence each series of units by unit
certificates that we will issue under a separate agreement. We may enter into unit agreements with a unit agent. Each unit agent
will be a bank or trust company that we select. We will indicate the name and address of the unit agent in the applicable prospectus
supplement relating to a particular series of units.
The following description, together with
the additional information included in any applicable prospectus supplement, summarizes the general features of the units that
we may offer under this prospectus. You should read any prospectus supplement and any free writing prospectus that we may authorize
to be provided to you related to the series of units being offered, as well as the complete unit agreements that contain the terms
of the units. Specific unit agreements will contain additional important terms and provisions and we will file as an exhibit to
the registration statement of which this prospectus is a part, or will incorporate by reference from another report that we file
with the SEC, the form of each unit agreement relating to units offered under this prospectus.
If we offer any units, certain terms of
that series of units will be described in the applicable prospectus supplement, including, without limitation, the following, as
applicable:
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the title of the series of units;
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identification and description of the separate constituent
securities comprising the units;
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the price or prices at which the units will be issued;
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the date, if any, on and after which the constituent
securities comprising the units will be separately transferable;
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a discussion of certain United States federal income
tax considerations applicable to the units; and
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any other terms of the units and their constituent securities.
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PLAN OF DISTRIBUTION
We may sell the securities covered by this
prospectus from time to time in one or more offerings. Registration of the securities covered by this prospectus does not mean,
however, that those securities will necessarily be offered or sold.
We may sell our securities, separately or
together, in any one or more of the following ways:
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directly to investors, including through a specific bidding,
auction or other process;
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to investors through agents;
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to or through brokers or dealers;
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to the public through underwriting syndicates led by
one or more managing underwriters;
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in “at the market” offerings, within the
meaning of Rule 415(a)(4) of the Securities Act or through a market maker or into an existing trading market on an exchange or
otherwise;
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to one or more underwriters for resale to investors or
to the public; and
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through any combination of the foregoing.
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Sales of securities may be effected from
time to time in one or more transactions, including negotiated transactions:
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at a fixed price or prices, which may be changed;
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at market prices prevailing at the time of sale;
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at prices related to prevailing market prices; or
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We will describe the method of distribution
of the securities and the terms of the offering in the prospectus supplement. Any discounts or concessions allowed or re-allowed
or paid to dealers may be changed from time to time.
Sale Through Underwriters or Dealers
Only underwriters named in the prospectus
supplement are underwriters of the securities offered by the prospectus supplement.
If underwriters are used in the sale, the
underwriters will acquire the securities for their own account, including through underwriting, purchase, security lending or repurchase
agreements with us. The underwriters may resell the securities from time to time in one or more transactions, including negotiated
transactions. Underwriters may sell the securities in order to facilitate transactions in any of our other securities (described
in this prospectus or otherwise), including other public or private transactions and short sales. Underwriters may offer securities
to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more
firms acting as underwriters. Unless otherwise indicated in the prospectus supplement, the obligations of the underwriters to purchase
the securities will be subject to certain conditions, and the underwriters will be obligated to purchase all the offered securities
if they purchase any of them. The underwriters may change from time to time any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers.
If dealers are used in the sale of securities
offered through this prospectus, we will sell the securities to them as principals. They may then resell those securities to the
public at varying prices determined by the dealers at the time of resale. The prospectus supplement will include the names of the
dealers and the terms of the transaction.
In compliance with the guidelines of the
Financial Industry Regulatory Authority, the maximum compensation to the underwriters or dealers in connection with the sale of
our securities pursuant to this prospectus and the accompanying supplement to this prospectus may not exceed 8% of the aggregate
offering price of the securities as set forth on the cover page of any prospectus supplement.
Direct Sales and Sales Through Agents
We may sell the securities offered through
this prospectus directly. In this case, no underwriters or agents would be involved. Such securities may also be sold through agents
designated from time to time. The prospectus supplement will name any agent involved in the offer or sale of the offered securities
and will describe any commissions payable to the agent. Unless otherwise indicated in the prospectus supplement, any agent will
agree to use its reasonable best efforts to solicit purchases for the period of its appointment.
We may sell the securities directly to institutional
investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect to any sale of those
securities. The terms of any such sales will be described in the prospectus supplement.
Delayed Delivery Contracts
If the prospectus supplement indicates,
we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities at
the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified
date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The applicable
prospectus supplement will describe the commission payable for solicitation of those contracts.
Market Making, Stabilization and Other
Transactions
Our common stock is listed on The NASDAQ
Global Market. Any common stock sold pursuant to a prospectus supplement will be eligible for listing and trading on Nasdaq, subject
to official notice of issuance. Unless the applicable prospectus supplement states otherwise, each series of preferred stock, series
of warrants, or other securities will be a new issue and will have no established trading market. The applicable prospectus supplement
will indicate if we elect to list a series of warrants on an exchange. Any underwriters that we use in the sale of securities may
make a market in such securities, but may discontinue such market making at any time without notice. Therefore, we cannot assure
you that the securities will have a liquid trading market.
Certain persons participating in an offering
may engage in overallotment, stabilizing transactions, syndicate covering transactions and penalty bids in accordance with rules
and regulations under the Exchange Act. Overallotment involves the sale in excess of the offering size, which create a short position.
Stabilizing transactions involve bids to purchase the underlying security in the open market for the purpose of pegging, fixing
or maintaining the price of the securities. Syndicate covering transactions involve purchases of the securities in the open market
after the distribution has been completed in order to cover syndicate short positions.
Penalty bids permit the underwriters to
reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate member are purchased
in a syndicate covering transaction to cover syndicate short positions. Stabilizing transactions, syndicate covering transactions
and penalty bids may cause the price of the securities to be higher than it would be in the absence of the transactions. The underwriters
may, if they commence these transactions, discontinue them at any time.
General Information
Agents, underwriters,
and broker-dealers may be entitled, under agreements entered into with us, to indemnification by us against certain liabilities,
including liabilities under the Securities Act. Our agents, underwriters, and broker-dealers, or their affiliates, may be customers
of, engage in transactions with or perform services for us, in the ordinary course of business.
LEGAL MATTERS
The validity of the securities being offered
hereby will be passed upon for us by Moomjian, Waite & Coleman, LLP, Jericho, New York.
EXPERTS
Our consolidated financial statements as
of and for the fiscal years ended January 31, 2016 and January 31, 2015 incorporated in this prospectus by reference from our Annual
Report on Form 10-K, as amended on Form 10-K/A, for the fiscal year ended January 31, 2016, have been audited by WeiserMazars LLP,
an independent registered public accounting firm, as stated in its report, which is incorporated herein by reference, and the financial
statements for our subsidiary Lakeland Brasil S.A. as of and for the fiscal year ended January 31, 2015 have been audited by Mazars
Auditores Independentes, as stated in its report, which is incorporated herein by reference, and the financial statements for each
of our subsidiaries Weifang Lakeland Safety Products Co., Ltd. and Lakeland (Beijing) Safety Products Co., Ltd. as of and for the
fiscal years ended January 31, 2016 and January 31, 2015 have been audited by Shanghai Mazars Certified Public Accountants, as
stated in its reports, each of which is incorporated herein by reference. Such financial statements are incorporated by reference
in reliance upon the respective report of each such firm given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration
statement under the Securities Act with respect to the securities offered hereby. This prospectus, which constitutes a part of
the registration statement, does not contain all of the information in the registration statement. For further information about
us and the securities offered hereby, see the registration statement and the exhibits and schedules thereto. We are subject to
the informational requirements of the Exchange Act, and, in accordance therewith, we file unaudited quarterly and audited annual
reports, proxy statements and other information with the SEC. You may read and copy all or a portion of the reports, proxy statements
and other information we file at the SEC’s principal office in Washington, D.C., and copies of all or any part thereof may
be obtained from the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549, after payment
of fees prescribed by the SEC. Please call the SEC at l-800-SEC-0330 for further information on operation of the public reference
rooms. The SEC also maintains an Internet site which provides online access to reports, proxy statements and other information
regarding registrants that file electronically with the SEC at the address
http://www.sec.gov
. In addition, we post our
filed documents on our website at
http://www.lakeland.com
. Except for the documents incorporated by reference into this
prospectus, the information on Lakeland’s website is not a part of this prospectus.
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
The SEC allows us to “incorporate
by reference” information into this prospectus. This means that we can disclose important information to you by referring
you to other documents we have filed separately with the SEC, without actually including the specific information in this prospectus
or any prospectus supplement. The information incorporated by reference is considered to be part of this prospectus and any applicable
prospectus supplement, and information that we file later with the SEC will automatically update, and may supersede, information
in this prospectus and any prospectus supplement.
We are incorporating by reference the following
documents:
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our Annual Report on Form 10-K for the fiscal year ended January 31, 2016 filed with the SEC on April 21, 2016, as amended
by Form 10-K/A filed with the SEC on each of February 17, 2017 and March 10, 2017;
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our Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2016 filed with the SEC on June 14, 2016;
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our Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2016 filed with the SEC on September 14, 2016;
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our Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2016 filed with the SEC on December 14, 2016, as
amended by Form 10-Q/A filed with the SEC on December 15, 2016;
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our Current Reports on Form 8-K filed with the SEC on April 21, 2016, June 14, 2016, June 16, 2016, July 19, 2016, July 25,
2016, September 14, 2016, December 14, 2016, December 14, 2016, and March 10, 2017; and
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the description of our common stock contained in our Registration Statement on Form 8-A, dated March 30, 1987, including any
amendment(s) or report(s) filed for the purpose of updating such description.
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We are also incorporating by reference any
future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after (i) the date of the initial
filing of the registration statement and prior to effectiveness of the registration statement, and (ii) the date of this prospectus
and before all securities to which this prospectus relates have been sold or the offering is otherwise terminated; provided, however,
that notwithstanding the forgoing, unless specifically stated to the contrary, none of the information that is not deemed “filed”
with the SEC, including information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, will be incorporated
by reference into, or otherwise included in, this prospectus.
You may request a copy of any of the documents
that we incorporate by reference into this prospectus at no cost by writing or telephoning us at the following address:
Lakeland Industries, Inc.
3555 Veterans Memorial Highway, Suite C
Ronkonkoma, NY 11779
Attn: Christopher J. Ryan, Secretary
(631) 981-9700
CJRyan@lakeland.com
Any statements contained in a document incorporated
by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that
a statement contained in this prospectus (or in any other subsequently filed document which also is incorporated by reference in
this prospectus) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute
a part of this prospectus except as so modified or superseded.
SEC POSITION ON INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES
Our restated certificate of incorporation
requires that we indemnify our directors and officers for certain liabilities incurred in the performance of their duties on our
behalf. We have also entered into indemnification agreements with each of our directors and executive officers which require us,
among other things, to indemnify them against certain liabilities which may arise by reason of their status or service as a director
or officer (other than liabilities arising from willful misconduct of a culpable nature). Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons as provided in the foregoing provisions,
or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
PROSPECTUS DATED APRIL 11, 2017
LAKELAND
INDUSTRIES, INC.
Common
Stock
Preferred
Stock
Debt
Securities
Warrants
Rights
Units
PROSPECTUS
The issuer has not authorized any dealer, salesperson or other
person to give you written information other than this prospectus or to make representations as to matters not stated in this prospectus.
You must not rely on unauthorized information. This prospectus is not an offer to sell these securities or the issuer's solicitation
of your offer to buy the securities in any jurisdiction where that would not be permitted or legal. Neither the delivery of this
prospectus nor any sales made hereunder after the date of this prospectus shall create an implication that the information contained
herein or the affairs of our Company have not changed since the date hereof.
725,000
Shares
Common
Stock
LAKELAND INDUSTRIES,
INC.
PROSPECTUS SUPPLEMENT
Joint Book-Running Managers
Roth Capital Partners
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Craig-Hallum Capital Group
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August 17,
2017
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