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Delaware
(State
or other jurisdiction of incorporation or organization)
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13-3115216
(I.R.S.
Employer Identification No.)
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701-7
Koehler Avenue, Ronkonkoma, NY
(Address
of Principal Executive Offices)
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11779
(Zip
Code)
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Proposed
maximum
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Proposed
maximum
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Title
of securities
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Amount
to be
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offering
price
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aggregate
offering
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Amount
of
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to
be registered
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registered(1)
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per
share(2)
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price(2)
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registration
fee(2)
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Common
Shares, par value
$0.01
per share (1)
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253,000
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$13.98
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$3,536,940
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$108.58
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(1)
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Also
includes an indeterminable number of additional shares that may become
issuable pursuant to the anti-dilution provisions of the
Plans.
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(2)
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The
registration fee has been calculated pursuant to Rule 457(c) and
(h) of the Securities Act and is based on the average of the high and
low sale prices per share of the Registrant’s Common Stock on July
23, 2007 of the Company’s Common Shares, as reported on
NASDAQ.
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(a)
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The
Company’s Annual Report on Form 10-K for the fiscal year ended January
31,
2007 filed with the Commission on April 12, 2007 as amended by
Form 10-K/A
filed April 27, 2007.
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(b)
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All
other information filed (but not information furnished) in reports
filed
by the Company with the Commission pursuant to Section 13(a)
or 15(d) of
the Exchange Act since January 31,
2007.
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Exhibit
Number
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Description
of Exhibit
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4.1
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Lakeland’s
2006 Incentive Plan
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4.2
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Restated
Certificate of Incorporation of the Company, as amended
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5
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Opinion
of Christopher J. Ryan as to legality of the Common Shares being
registered
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23.1
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Consent
of Holtz Rubenstein Reminick LLP.
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23.2
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Consent
of Christopher J. Ryan (included in opinion filed as Exhibit 5
hereto)
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24
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Power
of Attorney (included in the signature page to this registration
statement)
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(1)
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To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and (iii) to include any material information
with respect to the plan of distribution not previously disclosed
in the
registration statement or any material change to such information
in the
registration statement; provided, however, that clauses (i) and
(ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic
reports
filed with or furnished to the Commission by the Company pursuant
to
Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the registration
statement;
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(2)
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That,
for the purpose of determining any liability under the Securities
Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein,
and the
offering of such securities at that time shall be deemed to be the
initial
bona fide offering thereof; and
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(3)
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To
remove from registration by means of a post-effective amendment any
of the
securities being registered which remain unsold at the termination
of the
offering.
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B.
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The
undersigned Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company’s
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act that is incorporated by reference in the registration statement
shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be
deemed to be the initial bona fide offering
thereof.
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C.
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Insofar
as indemnification for liabilities arising under the Securities Act
may be
permitted to directors, officers and controlling persons of the Company
pursuant to the provisions described under Item 6 above or otherwise,
the Company has been advised that in the opinion of the Commission
such
indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit
or
proceeding) is asserted by such director, officer or controlling
person in
connection with the securities being registered, the Company will,
unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication
of
such issue.
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LAKELAND
INDUSTRIES, INC.
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By:
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/s/
Christopher J. Ryan
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President,
General Counsel
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Signature
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Title
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/s/
Christopher J. Ryan
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Christopher
J. Ryan
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President,
Chief Executive Officer, General Counsel and Director (principal
executive
officer)
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/s/
Gary Pokrassa
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Chief
Financial Officer (principal financial officer)
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Gary
Pokrassa
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/s/
James M. McCormick
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Controller
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James
McCormick
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/s/
Raymond Smith
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Chairman
of the Board
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Raymond
Smith
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/s/
Stephen M. Bachelder
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Director
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Stephen
M. Bachelder
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/s/
Michael Cirenza
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Director
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Michael
Cirenza
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/s/
Eric O. Hallman
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Director
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Eric
O. Hallman
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/s/
Alfred John Kreft
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Director
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Alfred
John Kreft
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/s/
John J. Collins
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Director
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John
J. Collins
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Exhibit
Number
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Description
of Exhibit
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Lakeland
Industries, Inc. 2006 Incentive Plan
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Restated
Articles of Incorporation of the Company, as amended
(2)
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Opinion
of Christopher J. Ryan as to legality of the Common Shares being
registered
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Consent
of Holtz Rubenstein Reminick LLP
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Consent
of Christopher J. Ryan (included in opinion filed as Exhibit 5
hereto)
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Power
of Attorney (included in the signature page to this registration
statement)
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