UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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): May
28, 2008
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
|
||
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Jericho,
New York
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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):
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17
CFR 240.14d-2(b))
|
| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17
CFR 240.13e-4(c))
|
Item
8.01. Other
Events.
Griffon
Corporation’s subsidiaries, Clopay Building Products Company, Inc. and Clopay
Plastic Products Company, Inc., entered into a commitment letter (the
“Commitment Letter”), dated May 28, 2008, for a new five-year $100 million
senior secured revolving credit facility for their domestic operations. Pursuant
to the Commitment Letter, J.P. Morgan Securities Inc. agreed to act as the
sole
lead arranger and sole bookrunner of the facility. Availability under the
facility will be based upon certain eligible accounts receivable, inventory,
cash and cash equivalents and property, plant and equipment. The Commitment
Letter is subject to customary conditions. Griffon Corporation (the “Company”)
anticipates that such transaction will close in its third fiscal quarter.
On
May
28, 2008, the Company issued a press release announcing that it had entered
into
the Commitment Letter, a copy of which is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Item
9.01. Financial
Statements and Exhibits.
| (d) |
Exhibits.
|
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99.1
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Press
Release dated May 28, 2008.
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2
SIGNATURES
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.
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GRIFFON
CORPORATION
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||
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By:
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/s/
Patrick L. Alesia
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Patrick
L. Alesia
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|
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Chief
Financial Officer
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||
Date:
June 3, 2008
3
Exhibit
Index
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99.1
|
Press
Release dated May 28, 2008.
|
4
Contact:
Patrick L. Alesia
Chief
Financial Officer
(516)
938-5544
GRIFFON
OBTAINS FINANCING COMMITMENT FOR CLOPAY SUBSIDIARIES
JERICHO,
NEW YORK, May 28, 2008 -
Griffon
Corporation (NYSE:GFF) today announced that its subsidiaries, Clopay Building
Products Company, Inc. and Clopay Plastic Products Company, Inc., entered into
a
commitment letter for a new, five-year $100 million senior secured revolving
credit facility. J.P. Morgan Securities Inc. has agreed to act as the sole
lead
arranger and sole bookrunner of the facility. The commitment letter is subject
to customary conditions. Griffon Corporation anticipates that such transaction
will close in its third fiscal quarter.
About
Griffon Corporation
Griffon
Corporation, headquartered in Jericho, New York, is a diversified holding
company consisting of four distinct business segments: Electronic Information
and Communication Systems, through Telephonics Corporation; Garage Doors,
through Clopay Building Products Company; Specialty Plastic Films, through
Clopay Plastic Products Company; and Installation Services, through Clopay
Service Company. Telephonics Corporation develops and manufactures
information and communication systems for government and commercial markets
worldwide. Clopay
Building Products Company is a leading manufacturer and marketer of residential
garage doors to
professional installing dealers and major home center retail chains.
Clopay Plastic Products is an international leader in the development and
production of embossed, laminated and printed specialty plastic films used
in a
variety of hygienic, health-care and industrial markets. Clopay Service Company
installs and services specialty building products and systems through a
substantial network of operations located throughout the country. For more
information on the company and its operating subsidiaries, please see the
company's website at www.griffoncorp.com.
Forward-looking
Statements
“Safe
Harbor” Statement under the Private Securities Litigation Reform Act of 1995:
All statements other than statements of historical fact included in this
release, including without limitation statements regarding the company’s
financial position, business strategy and the plans and objectives of the
company’s management for future operations, are forward-looking statements. When
used in this release, words such as “anticipate”, “believe”, “estimate”,
“expect”, “intend”, and similar expressions, as they relate to the company or
its management, identify forward-looking statements. Such forward-looking
statements are based on the beliefs of the company’s management, as well as
assumptions made by and information currently available to the company’s
management. Actual results could differ materially from those contemplated
by
the forward-looking statements as a result of certain factors, including but
not
limited to, business, financial market and economic conditions, including,
but
not limited to, the credit market, the housing market, results of integrating
acquired businesses into existing operations, the results of the company’s
restructuring and disposal efforts, competitive factors and pricing pressures
for resin and steel and capacity and supply constraints. Such statements reflect
the views of the company with respect to future events and are subject to these
and other risks, uncertainties and assumptions relating to the operations,
results of operations, growth strategy and liquidity of the company as
previously disclosed in the company’s Annual Report on Form 10-K for the year
ended September 30, 2007 in response to Item 1A to Part I of Form 10-K. Readers
are cautioned not to place undue reliance on these forward-looking statements.
The company does not undertake to release publicly any revisions to these
forward-looking statements to reflect future events or circumstances or to
reflect the occurrence of unanticipated events.
###