Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GRIFFON CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 11-1893410
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
100 Jericho Quadrangle, Suite 224, Jericho, New York 11753
(Address of Principal Executive Offices) (Zip Code)
GRIFFON CORPORATION 2006 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
Eric P. Edelstein, Executive Vice President and Chief Financial Officer
Griffon Corporation
100 Jericho Quadrangle
Suite 224
Jericho, New York 11753
(Name and Address of Agent for Service)
(516) 938-5544
(Telephone Number, Including Area Code, of Agent For Service)
copy to:
Gary T. Moomjian, Esq.
Kramer, Coleman, Wactlar & Lieberman, P.C.
100 Jericho Quadrangle
Suite 225
Jericho, New York 11753
(516) 822-4820
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Title of Each Class of Amount To Be Offering Price Per Proposed Maximum Aggregate Amount of
Securities To Be Registered Registered (1) Share Offering Price Registration Fee
Common Stock, par value $.25,
issuable upon exercise of
outstanding options 5,000 $28.06 (2) $140,300 (2) $ 15.01
Common Stock, par value $.25,
reserved for future grants 1,695,000 $27.63(3)(4) $46,832,850(3)(4) $5,011.11
----------------
Total $5,026.12
- --------------------------------
(1) Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), the Registration Statement also covers an
indeterminate number of additional shares of Common Stock which may become
issuable pursuant to anti-dilution provisions contained in the Griffon
Corporation 2006 Equity Incentive Plan (the "Plan").
(2) Computed in accordance with Rule 457(h) of the Securities Act based upon the
exercise price per share of outstanding options granted under the Plan.
(3) Estimated solely for the purpose of calculating the registration fee.
(4) Computed in accordance with Rules 457(c) and 457(h) of the Securities Act
based upon the average of the high and low prices for the Common Stock on May 3,
2006.
EXPLANATORY NOTE
This Registration Statement relates to the registration of 1,700,000 shares
of Common Stock, par value $.25 per share, of Griffon Corporation (the
"Registrant") reserved for issuance under the Registrant's 2006 Equity Incentive
Plan. The Equity Incentive Plan authorizes the grant of Options, Performance
Shares, Performance Units, Stock Appreciation Rights, Restricted Shares and
Deferred Shares.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference the documents listed below.
In addition, all documents and reports subsequently filed by the Registrant with
the Securities and Exchange Commission pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act of 1934 prior to the filing of a post-effective
amendment to this Registration Statement, 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. Any statement contained herein or in any 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 other subsequently filed document that also
is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed
to constitute a part of this Registration Statement, except as modified or
superseded.
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 2005;
(2) The Registrant's Proxy Statement dated December 28, 2005 for its 2006
Annual Meeting of Stockholders;
(3) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
December 31, 2005;
(4) The Registrant's Current Report on Form 8-K (Date of Report: November
3, 2005) filed on November 3, 2005;
(5) The Registrant's Current Report on Form 8-K (Date of Report: November
3, 2005) filed on November 8, 2005;
(6) The Registrant's Current Report on Form 8-K (Date of Report: December
15, 2005) filed on December 20, 2005;
(7) The Registrant's Current Report on Form 8-K (Date of Report: February
3, 2006) filed on February 3, 2006;
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(8) The Registrant's Current Report on Form 8-K (Date of Report: February
3, 2006) filed on February 17, 2006.
(9) The Registrant's Current Report on Form 8-K (Date of Report: March 10,
2006) filed on March 15, 2006.
(10) The Registrant's Current Report on Form 8-K (Date of Report: April 7,
2006) filed on April 7, 2006.
(11) The Registrant's Current Report on Form 8-K (Date of Report: May 3,
2006) filed on May 3, 2006.
(12) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, dated January 19,
1993, including any amendment(s) or report(s) filed for the purpose of
updating such description; and
The Company will provide without charge to each person to whom a copy of
this Registration Statement is delivered, upon the written or oral request of
such person, a copy of any or all of the documents incorporated by reference
(except for exhibits thereto unless specifically incorporated by reference
therein). Requests for such copies should be directed to the Secretary, Griffon
Corporation, 100 Jericho Quadrangle, Suite 224, Jericho, New York 11753, (516)
938-5544.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Edward I. Kramer is a member of the law firm of Kramer, Coleman, Wactlar &
Lieberman, P.C. ("KCW&L"), counsel to the Registrant. As of April 15, 2006, Mr.
Kramer beneficially owns 86,402 shares of Common Stock of the Registrant, which
includes 326 shares owned by Mr. Kramer's wife, 5,926 shares allocated to Mr.
Kramer under the Kramer, Coleman, Wactlar & Lieberman, P.C.'s Profit Sharing
Plan (but excluding the other shares held by the Profit Sharing Plan), and
options exercisable within 60 days to purchase 50,000 shares of Common Stock of
the Registrant granted to Mr. Kramer pursuant to the Registrant's various stock
option plans.
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Item 6. Indemnification of Directors and Officers.
Under the provisions of the Certificate of Incorporation and By-Laws of the
Registrant, each person who is or was a director or officer of the Registrant
shall be indemnified by the Registrant as of right to the fullest extent
permitted or authorized by the General Corporation Law of Delaware.
Under such law, to the extent that such person is successful on the merits
of defense of a suit or proceeding brought against him by reason of the fact
that he is a director or officer of the Registrant, he shall be indemnified
against expenses (including attorneys' fees) reasonably incurred in connection
with such action.
If unsuccessful in defense of a third-party civil suit or a criminal suit
is settled, such a person shall be indemnified under such law against both (1)
expenses (including attorneys' fees) and (2) judgments, fines and amounts paid
in settlement if he acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the Registrant, and with
respect to any criminal action, had no reasonable cause to believe his conduct
was unlawful.
If unsuccessful in defense of a suit brought by or in the right of the
Registrant, or if such suit is settled, such a person shall be indemnified under
such law only against expenses (including attorneys' fees) incurred in the
defense or settlement of such suit if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant except that if such a person is adjudicated to be liable in such suit
for negligence or misconduct in the performance of his duty to the Registrant,
he cannot be made whole even for expenses unless the court determines that he is
fairly and reasonably entitled to be indemnified for such expenses.
The officers and directors of the Registrant are covered by officers' and
directors' liability insurance. The Registrant has entered into Indemnification
Agreements with its directors and officers. The Agreements provide for
reimbursement for all direct and indirect costs of any type or nature whatsoever
(including attorneys' fees and related disbursements) actually and reasonably
incurred in connection with either the investigation, defense or appeal of a
Proceeding, as defined, including amounts paid in settlement by or on behalf of
an Indemnitee, as defined.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1. Restated Certificate of Incorporation (Exhibit 3.1 of Annual Report on
Form 10-K for the year ended September 30, 1995)
4.2 Amended and restated By-laws incorporated by referenced to the
Registrant's Current Report on Form 8-K (Date of Report May 2, 2001)
filed on May 18, 2001
4.3 Griffon Corporation 2006 Equity Incentive Plan (incorporated by
reference to the Registrant's Current Report on Form 8-K (Date of
Report: February 3, 2006) filed on February 17, 2006)
5.1. Opinion of Kramer, Coleman, Wactlar & Lieberman, P.C.
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23.1. Consent of Kramer, Coleman, Wactlar & Lieberman, P.C. - included in
their opinion filed as Exhibit 5.1
23.2. Consent of PricewaterhouseCoopers LLP 24. Powers of Attorney -
included in signature page hereof
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 of 1933;
(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 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table 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:
(A) Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the
registration statement is on Form S-8 (ss. 239.16b of this chapter), 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 Securities
Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by
reference in the registration statement; and
(B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not
apply if the registration statement is on Form S-3 (ss. 239.13 of this chapter)
or Form F-3 (ss. 239.33 of this chapter) 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 Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement, or is contained in a
form or prospectus filed pursuant to Rule 424(b) (ss. 230.424(b) of this
chapter) that is part of the registration statement.
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(2) That, for the purposes of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 the time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 policy
as expressed in the Act and will be governed by final adjudication of such
issue.
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SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, 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 Jericho, State of New York, on May 5, 2006.
GRIFFON CORPORATION
By: /s/ Harvey R. Blau
-------------------------------
Harvey R. Blau
Chairman and Chief Executive Officer
(Principal Executive Officer)
Each person whose signature appears below constitutes and appoints Harvey
R. Blau and Eric P. Edelstein, and each of them, with full power of
substitution, his true and lawful attorney-in-fact and agents to do any and all
acts and things in his name and on his behalf in his capacities indicated below
which they or either of them may deem necessary or advisable to enable Griffon
Corporation to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in connection with this Registration Statement including specifically, but not
limited to, power and authority to sign for him in his name in the capacities
stated below, any and all amendments (including post-effective amendments)
thereto, granting unto said attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in such connection, as fully to all intents and purposes as we might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Signature Title Date
/s/ Harvey R. Blau Chairman of the Board and 5/5/06
- -------------------------- Chief Executive Officer ---------
Harvey R. Blau Principal Executive Officer)
/s/ Eric P. Edelstein Executive Vice President and Chief 5/5/06
- -------------------------- Financial Officer (Principal Financial ---------
Eric P. Edelstein and Accounting Officer)
/s/ Patrick L. Alesia Vice President, Treasurer and Secretary 5/5/06
- -------------------------- ---------
Patrick L. Alesia
/s/ Henry A. Alpert Director 5/5/06
- -------------------------- ---------
Henry A. Alpert
Director
- -------------------------- ---------
Bertrand M. Bell
/s/ Blaine V. Fogg Director 5/5/06
- -------------------------- ---------
Blaine V. Fogg
/s/ Robert G. Harrison Director 5/5/06
- -------------------------- ---------
Robert G. Harrison
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/s/ Clarence A. Hill Director 5/5/06
- -------------------------- ---------
Clarence A. Hill, Jr.
Director
- -------------------------- ---------
Ronald J. Kramer
/s/ Donald J. Kutyna Director 5/5/06
- -------------------------- ---------
Donald J. Kutyna
/s/ James W. Stansberry Director 5/5/06
- -------------------------- ---------
James W. Stansberry
/s/ Martin S. Sussman Director 5/5/06
- -------------------------- ---------
Martin S. Sussman
Director
- -------------------------- ---------
William H. Waldorf
/s/ Joseph J. Whalen Director 5/5/06
- -------------------------- ---------
Joseph J. Whalen
/s/ Lester L. Wolff Director 5/5/06
- -------------------------- ---------
Lester L. Wolff
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EXHIBIT 5.1
Kramer, Coleman, Wactlar & Lieberman, P.C.
100 Jericho Quandrangle
Suite 225
Jericho, New York 11753
May 3, 2006
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Griffon Corporation
Registration Statement on Form S-8
Gentlemen:
Reference is made to the filing by Griffon Corporation (the
"Registrant") of a Registration Statement on Form S-8 with the Securities and
Exchange Commission pursuant to the provisions of the Securities Act of 1933, as
amended, covering the registration of 1,700,000 shares of the Registrant's
Common Stock to be issued in connection with the Registrant's 2006 Equity
Incentive Plan (the "2006 Plan").
As counsel for the Registrant, we have examined its corporate records,
including its Certificate of Incorporation, as amended, By-Laws, its corporate
minutes, the form of its Common Stock certificate and such other documents as we
have deemed necessary or relevant under the circumstances.
There have been reserved for issuance by the Board of Directors of the
Corporation 1,700,000 shares of its Common Stock under the 2006 Plan. Based on
our examination, we are of the opinion that the shares of the Corporation's
Common Stock, when issued pursuant to the 2006 Plan, will be validly authorized,
legally issued, fully paid and non-assessable.
We hereby consent to be named in the Registration Statement, which
constitutes a part thereof as counsel to the Corporation, and we hereby consent
to the filing of this opinion as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/Kramer, Coleman, Wactlar &
Lieberman, P.C.
KRAMER, COLEMAN, WACTLAR &
LIEBERMAN, P. C.
EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
--------------------------------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated December 13, 2005 relating to the
financial statements, financial statement schedule, management's assessment of
the effectiveness of internal control over financial reporting and the
effectiveness of internal control over financial reporting, of Griffon
Corporation, which appears in Griffon Corporation's Annual Report on Form 10-K
for the year ended September 30, 2005.
PricewaterhouseCoopers LLP
300 Madison Avenue
New York, NY 10017
/s/PricewaterhouseCoopers LLP
May 4, 2006