S-8

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Lakeland Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware	13-3115216
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

1525 Perimeter Parkway, Suite 325, Huntsville, AL 35806

(Address of Principal Executive Offices) (Zip Code)

Lakeland Industries, Inc. 2017 Equity Incentive Plan, as amended

Lakeland Industries, Inc. Employee Stock Purchase Plan

(Full title of the Plan)

Roger D. Shannon

Chief Financial Officer and Secretary

1525 Perimeter Parkway, Suite 325

Huntsville, AL 35806

(256) 350-3873

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Lori B. Metrock

Maynard Nexsen PC

1901 Sixth Ave. N, Suite 1700

Birmingham, AL 35203

(205) 254-1000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement is being filed by Lakeland Industries, Inc. (the “Company”) for the purposes of (1) registering an additional 400,000 shares (the “Additional Plan Shares”) of the Company’s common stock, par value $0.01 (“Common Stock”), that are issuable at any time or from time to time under the Lakeland Industries, Inc. 2017 Equity Incentive Plan (as amended to date, the “Plan”), and (2) registering 100,000 shares of Common Stock (the “ESPP Shares”) that are issuable at any time or from time to time under the Lakeland Industries, Inc. Employee Stock Purchase Plan (the “ESPP”).

The Additional Plan Shares are authorized for issuance under the Plan pursuant to an amendment to the Plan, which was approved by the Company’s stockholders at the 2024 annual meeting of stockholders held on June 13, 2024 (the “2024 Annual Meeting”). The ESPP and the ESPP Shares authorized for issuance thereunder were also approved by the Company’s stockholders at the 2024 Annual Meeting.

The Registrant previously filed: a Registration Statement on Form S-8 (File No. 333-219084) with the U.S. Securities and Exchange Commission (the “Commission”) to register 360,000 shares of Common Stock for issuance pursuant to the Plan; and a Registration Statement on Form S-8 (File No. 333-259308) with the Commission to register an additional 480,000 shares of Common Stock for issuance pursuant to the Plan.

Upon the effectiveness of this Registration Statement, an aggregate of 1,240,000 shares of Common Stock will be registered for issuance from time to time under the Plan, and an aggregate of 100,000 shares of Common Stock will be registered for issuance from time to time under the ESPP. The contents of the Registration Statements on Form S-8 (File Nos. 333-219084 and 333-259308) filed with the Commission on June 30, 2017 and September 3, 2021, respectively, are hereby incorporated by reference, except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the earlier registration statements are presented herein.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I will be sent or given to participants in the Plan, as specified by Rule 428(b)(1) of the Securities Act. Consistent with the instructions of Part I of Form S-8, such documents will not be filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus as required by Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

            The following documents previously filed by the Company with the Commission are incorporated by reference in this Registration Statement:

(a)	The Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2024, filed with the Commission on April 11, 2024 (including the portions of the Definitive Proxy Statement for the Company’s 2024 Annual Meeting of Stockholders, filed with the Commission on May 1, 2024, which are incorporated by reference therein);
(b)	The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2024, filed with the Commission on June 6, 2024;

2

(c)	The Company’s Current Reports on Form 8-K filed with the Commission on February 1, 2024, February 5, 2024, April 2, 2024, May 1, 2024, May 20, 2024 and June 17, 2024 (except, with respect to each of the foregoing, for portions of such reports which are deemed to be furnished and not filed); and
(d)	The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A filed with the Commission on March 30, 1987, including any amendment(s) or report(s) filed for the purpose of updating such description.

All documents filed by the Company subsequent to the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents (except, with respect to each of the foregoing, for portions of such documents which are deemed to be furnished and not filed).

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (the “DGCL”) generally provides that all directors and officers (as well as other employees and individuals) may be indemnified against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with certain specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation—a “derivative action”), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard of care is applicable in the case of derivative actions, except that indemnification extends only to expenses (including attorneys’ fees) incurred in connection with defense or settlement of an action, and the DGCL requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. Section 145 of the DGCL also provides that the rights conferred thereby are not exclusive of any other right to which any person may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, and permits a corporation to advance expenses to or on behalf of a person entitled to be indemnified upon receipt of an undertaking to repay the amounts advanced if it is determined that the person is not entitled to be indemnified.

The Company’s Restated Certificate of Incorporation, as amended, provides that no director shall be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.

Article NINTH of the Restated Certificate of Incorporation of the Company provides that the Company shall, to the fullest extent permitted by Section 145 of the DGCL, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under Section 145 of the DGCL from and against any and all of the expenses, liabilities or other matters referred to in or covered by Section 145 of the DGCL, and such right to indemnification shall not be deemed exclusive under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

3

The Company’s Amended and Restated By-laws provide that each person who was or is a party or is otherwise threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was, at any time during which the By-laws are in effect (whether or not such person continues to serve in such capacity at the time any indemnification or advancement of expenses pursuant to the By-laws is sought or at the time any Proceeding relating thereto exists or is brought), a director or officer of the Company or, while serving as a director or officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Company, shall be (and shall be deemed to have a contractual right to be) indemnified and held harmless by the Company (and any successor by merger or otherwise) to the fullest extent authorized by the DGCL against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection with such Proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; provided, however, that except as otherwise provided in the By-laws, the Company shall indemnify any such person seeking indemnification in connection with a Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) was authorized by the Board of Directors.

The foregoing discussion of the Company’s Restated Certificate of Incorporation, Amended and Restated By-laws and the DGCL is not intended to be exhaustive and is qualified in its entirety by such Restated Certificate of Incorporation, Amended and Restated By-laws and the DGCL, respectively.

The Plan provides limitations on liability of directors as members of the Board of Directors of the Company with respect to any action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any award made thereunder. Further, the Plan provides that directors shall be indemnified by the Company against any civil or criminal action or proceeding against them by reason of the fact that such director is or was a director of the Company, to the extent such criminal or civil action or proceeding relates to the Plan or any award made thereunder.

The Company also maintains a directors’ and officers’ insurance policy that insures the officers and directors of the Company from claims arising out of an alleged wrongful act by such person in their respective capacities as officers and directors of the Company.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the provisions discussed above, the Company has been informed that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Item 7. Exemption from Registration Claimed.

Not applicable.

4

Item 8. Exhibits.

Exhibit No.	Description of Exhibit
4.1	Restated Certificate of Incorporation of Lakeland Industries, Inc., as amended (incorporated by reference to Exhibit 4.1 of Lakeland Industries, Inc.’s Registration Statement on Form S-8 filed on September 3, 2021).
4.2	Amended and Restated By-laws of Lakeland Industries Inc. (incorporated by reference to Exhibit 3.1 of Lakeland Industries, Inc.’s Form 8-K filed April 28, 2017).
4.3	Lakeland Industries, Inc. 2017 Equity Incentive Plan, inclusive of all amendments through June 13, 2024 (incorporated by reference to Exhibit 10.2 of Lakeland Industries, Inc.’s Form 8-K filed June 17, 2024).
4.4	Lakeland Industries, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 of Lakeland Industries, Inc.’s Form 8-K filed June 17, 2024).
5.1*	Opinion of Maynard Nexsen PC.
23.1*	Consent of Deloitte & Touche LLP.
23.2*	Consent of Maynard Nexsen PC (included in Exhibit 5.1).
24.1	Power of Attorney (included on the signature page hereto).
107.1*	Filing Fee Table

* filed herewith

5

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective Registration Statement;
(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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2)	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.
(3)	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.

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’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.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant 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 registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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 registrant 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.

6

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Huntsville, State of Alabama, on June 21, 2024.

LAKELAND INDUSTRIES, INC.
By:	/s/ Roger D. Shannon
	Roger D. Shannon
	Chief Financial Officer and Secretary

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James M. Jenkins and Roger D. Shannon, and each of them, with full power of substitution, such person’s true and lawful attorneys-in-fact and agents for such person, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary or advisable or required to comply with the Securities Act and any rules or regulations or requirements of the Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that said attorneys and agents shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ James M. Jenkins
James M. Jenkins	Chief Executive Officer, President, and Executive Chairman (Principal Executive Officer)	June 21, 2024
/s/ Roger D. Shannon
Roger D. Shannon	Chief Financial Officer and Secretary (Principal Financial Officer and Principal Accounting Officer)	June 21, 2024
Martin Glavin	Director
/s/ Nikki L. Hamblin
Nikki L. Hamblin	Director	June 21, 2024
Ronald Herring	Director
/s/ Melissa Kidd
Melissa Kidd	Director	June 21, 2024
Thomas J. McAteer	Director
/s/ Jeffrey Schlarbaum
Jeffrey Schlarbaum	Director	June 21, 2024

7

EX-5.1

EXHIBIT 5.1

Maynard Nexsen PC 1901 Sixth Avenue North, Suite 1700 Birmingham, AL 35203 T: 205-254-1000

June 21, 2024

Lakeland Industries, Inc.

1525 Perimeter Parkway, Suite 325

Huntsville, AL 35806

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Lakeland Industries, Inc., a Delaware corporation (the “Company”), in connection with a registration statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), for the registration of a total of 500,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), consisting of (i) 400,000 shares of Common Stock that are issuable under the Lakeland Industries, Inc. 2017 Equity Incentive Plan (as amended to date, the “Plan”), and (ii) 100,000 shares of Common Stock that are issuable under the Lakeland Industries, Inc. Employee Stock Purchase Plan (the “ESPP”). This opinion is being furnished in accordance with the requirements of Item 8 of Form S‑8 and Item 601(b)(5)(i) of Regulation S-K, as promulgated by the Commission.

We have participated in the preparation of the Registration Statement and have reviewed originals or copies certified or otherwise identified to our satisfaction of (i) the Company’s Restated Certificate of Incorporation and Amended and Restated By-laws, (ii) the corporate proceedings of the Company in connection with the filing of the Registration Statement, the approval of the Plan, the approval of the ESPP and the issuance of the Shares, (iii) the Plan, (iv) the ESPP, and (v) other documents and instruments as we have deemed appropriate as a basis for the opinions expressed below. Based on the foregoing, we are of the opinion that when the Registration Statement has become effective under the Act and the Shares have been duly issued in the manner referred to in the Plan or the ESPP, as applicable, the Shares will be validly issued, fully paid, and non-assessable.

In rendering the opinion expressed above, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.

The foregoing opinion is limited to the General Corporation Law of the State of Delaware, and we express no opinion as to the effect of the laws of any other jurisdiction.

This opinion is rendered as of the date hereof, and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name wherever appearing in the Registration Statement and any amendments thereto. In giving such consent, we do not thereby admit that we are “experts” within the meaning of the Act or the rules and regulations of the Commission issued thereunder with respect to any part of the Registration Statement.

Sincerely,

/s/ Maynard Nexsen PC

Maynard Nexsen PC

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated April 11, 2024, relating to the financial statements of Lakeland Industries, Inc. and the effectiveness of Lakeland Industries, Inc.'s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Lakeland Industries, Inc. for the year ended January 31, 2024.

/s/ Deloitte & Touche LLP

Memphis, Tennessee

June 21, 2024

EX-FILING FEES

EXHIBIT 107.1

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Lakeland Industries, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common stock, par value $0.01 per share	Rule 457(c) and Rule 457(h)	400,000(2)	$22.95(3)	$9,180,000	$147.60 per $1,000,000	$1,354.97
Equity	Common stock, par value $0.01 per share	Rule 457(c) and Rule 457(h)	100,000(4)	$19.51(5)	$1,951,000	$147.60 per $1,000,000	$287.97
Total Offering Amounts					$11,131,000		$1,642.94
Total Fee Offsets(6)							—
Net Fee Due							$1,642.94

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such indeterminate number of additional securities as may become issuable under the Lakeland Industries, Inc. 2017 Equity Incentive Plan, as amended (the “Equity Plan”), as the result of any future stock splits, stock dividends or similar adjustment of the registrant’s common stock.
(2)	Represents 400,000 additional shares of common stock reserved for issuance under the Equity Plan.
(3)	Pursuant to paragraphs (c) and (h) of Rule 457, the proposed maximum offering price per share and the proposed maximum aggregate offering price have been computed based on the average of the high and low sale prices of the common stock reported on the NASDAQ Stock Market on June 17, 2024, a date within five business days prior to the date of filing the Registration Statement.
(4)	Represents 100,000 shares of common stock reserved for issuance under the Lakeland Industries, Inc. Employee Stock Purchase Plan (the “ESPP”).
(5)	Estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $22.95, the average of the high and low prices of the Registrant’s common stock on the NASDAQ Stock Market on June 17, 2024, multiplied by 85%, which is the percentage of the trading price per share applicable to purchasers under the ESPP.
(6)	The registrant does not have any fee offsets.