UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 7, 2006
GRIFFON CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 1-6620 11-1893410
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
100 Jericho Quadrangle, Jericho, New York 11753
(Address of Principal Executive Offices) (Zip Code)
(516) 938-5544
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
Section 303A.02 of the New York Stock Exchange ("NYSE") Listed Company
Manual requires NYSE-listed companies to disclose in their annual proxy
statements which directors are independent and the basis for that determination.
The disclosure of Griffon Corporation (the "Company") in its annual proxy
statement, dated December 28, 2005, did not contain a full description of the
basis for the Company's independence determinations, which information is
provided in this Current Report on Form 8-K.
In making the independence determination with respect to Mr. James W.
Stansberry and Mr. Lester L. Wolff, the Board of Directors of the Company
determined that each of Messrs. Stansberry and Wolff is independent
notwithstanding the Company's payment of consulting fees to each of them in the
amount of $42,000 per annum because (i) the amounts thereof do not cause either
of them to fail the bright line test established by Section 303A.02(b)(ii) of
the NYSE rules and (ii) the amount of such payments are not material.
Section 303A.12(a) of the NYSE Listed Company Manual requires a NYSE-listed
company to disclose in its annual report to shareholders the CEO's annual
certification of compliance with the NYSE's corporate governance listing
standards and the CEO and CFO's certifications to the Securities and Exchange
Commission regarding the quality of the company's public disclosure. The Company
inadvertently omitted this information from its fiscal 2005 annual report to
shareholders and provides that information in this Current Report below:
Our Chief Executive Officer timely submitted to the NYSE his
annual certification that he is not aware of any violation by
the Company of NYSE corporate governance standards. Also, as
required under the rules of the NYSE, shareholders are advised
that the certifications required under Section 302 of the
Sarbanes-Oxley Act of 2002 are included as exhibits to our
Annual Report on Form 10-K for fiscal 2005.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GRIFFON CORPORATION
By: /s/Eric Edelstein
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Eric P. Edelstein
Executive Vice President and
Chief Financial Officer
Date: April 7, 2006
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