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): December 15,
2009
GRIFFON
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
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1-6620
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11-1893410
|
||
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
No.)
|
|
712
Fifth Avenue, 18th
Floor
New
York, New York
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10019
|
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(212)
957-5000
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
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 (17CFR
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
On
December 15, 2009, Griffon Corporation (the “Company”) issued a press release
announcing its intention to offer, subject to market and other conditions, $100
million in aggregate principal amount of its Convertible Subordinated Notes due
2017 (the “Notes”) in a private placement solely to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended. The Company also announced that it expects to grant to the
initial purchasers a 30-day option to purchase up to an additional $15 million
aggregate principal amount of the Notes solely to cover
overallotments. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
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 Current
Report on Form 8-K (the “Current Report”), 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 Current Report, 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,
statements regarding the Company’s anticipated offering, including the amount
and terms of the Convertible Notes. The proposed offering is subject to market
conditions and the Company cannot assure that the offering will be completed on
favorable terms, if at all. 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 filings with the Securities and Exchange Commission. 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.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
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Exhibit
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|||
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Number
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Exhibit
Title
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|
|
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99.1
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Press
release dated December 15, 2009
|
||
2
SIGNATURE
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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Dated:
December 15, 2009
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GRIFFON CORPORATION | |||
|
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By:
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/s/ Douglas J. Wetmore | ||
| Name: | Douglas J. Wetmore | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
3
EXHIBIT
INDEX
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Exhibit
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|||
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Number
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Exhibit
Title
|
|
|
|
99.1
|
Press
release dated December 15, 2009
|
||
4
GRIFFON CORPORATION ANNOUNCES OFFERING
OF $100 MILLION OF CONVERTIBLE SUBORDINATED
NOTES
$100 Million of Convertible Subordinated Notes due
2017
NEW YORK, NEW YORK – (December 15, 2009) – Griffon Corporation (NYSE: GFF) (“Griffon” or the “Company”) today announced its
intention to offer, subject to market and other conditions, $100 million
principal amount of Convertible Subordinated Notes due 2017 (the “Convertible Notes”) in a private placement
solely to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended (the “Securities Act”).
Griffon expects to grant the initial purchasers
of its Convertible Notes a 30-day option to purchase up to $15
million principal amount of additional Convertible Notes solely to cover
overallotments. Prior to July 15, 2016, the Convertible Notes will be
convertible only upon the satisfaction of certain conditions.
On and after July 15,
2016, a holder may convert its Convertible
Notes at any time until the close of business on the second scheduled trading
day immediately preceding
the maturity date.
The interest rate, conversion rate and
other terms of the Convertible Notes will be determined by negotiations between
the Company and the initial purchasers.
Griffon will add the net proceeds from the
offering to its existing cash balance of approximately $321 million at September
30, 2009, which Griffon intends to use for general corporate purposes, including
working capital, the repayment or repurchase of corporate indebtedness,
investment in current segments and/or acquisitions of other businesses outside
its current portfolio.
This notice does not constitute an offer
to sell, or the solicitation of an offer to buy, securities.
Any offers of the
Convertible Notes will be made only by means of private offering circulars. The Convertible Notes and the shares of
Griffon common stock issuable upon conversion of
the Convertible Notes are not being registered under the Securities Act, or the
securities laws of any other jurisdiction, and may not be offered or sold in the
United States without registration or an applicable exemption from registration
requirements.
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, statements regarding the Company’s anticipated offering, including
the amount and terms of the Convertible Notes. The proposed offering is subject
to market conditions and the Company cannot assure that the offering will be
completed on favorable terms, if at all. 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 filings with the Securities and Exchange Commission. 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.
Contact:
Griffon
Corporation
Douglas
J. Wetmore, 212-957-5000
Chief
Financial Officer
or
Investor
Relations Contact:
ICR
Inc.
James
Palczynski, 203-682-8229
Principal
and Director