aerogrow-8k7909.htm
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): July 8, 2009
AEROGROW
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-50888
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46-0510685
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification
No.)
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6075
Longbow Dr. Suite 200, Boulder, Colorado
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80301
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
Telephone Number, Including Area Code: (303) 444-7755
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions:
r Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
r Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
r Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On July
8, 2009, the Board of Directors (the “Board”) of
AeroGrow International, Inc. (“AeroGrow”
or the “Company”)
accepted the resignations of Suresh Kumar, Peter A. Michel, and Linda Graebner,
directors of the Company since 2008, from the Board and its committees effective
immediately. In each case, the individuals indicated that the reasons
for deciding to resign are personal and that there are no disagreements with
AeroGrow on any matter relating to its operations, policies, or
practices.
On July
8, 2009, the Board of Directors of AeroGrow elected Michael S. Barish and H.
MacGregor Clarke to the Board of Directors, effective immediately.
Mr.
Barish co-founded Lazarus Investment Partners LLLP, a private investment
partnership focused on microcap stocks, in 2003, and served as the fund's Chief
Investment Officer until his retirement on June 30, 2009. In 1973,
Mr. Barish founded Cambiar Investors and grew the firm's assets from less than
$1 million in 1973 to over $2.3 billion upon his retirement in
2001.
Mr.
Barish will serve on the Audit Committee and the Governance, Compensation and
Nominating Committee. Mr. Barish will participate in the Company’s
standard non-management director compensation arrangements, which comprises
$5,000 per year for general service, plus $1,000 for each Board meeting attended
in person. In addition, Mr. Barish will receive an annual grant of
18,000 options to purchase shares of the Company’s common stock, as well as
annual grants of 3,000 options and 2,000 options for membership on the Audit
Committee and the Governance, Compensation and Nominating Committee,
respectively. AeroGrow will also enter into its standard directors’
indemnification agreement with Mr. Barish. The agreement generally
provides, among other things, that the director will be indemnified to the
fullest extent permitted by law and advanced expenses in connection with the
defense of any proceedings. Prior to his election to the Board of
Directors, Mr. Barish received no compensation from the Company.
Mr.
Clarke became Chief Financial Officer of the Company on May 23,
2008. From 2007 to 2008, Mr. Clarke was president and chief executive
officer, and from 2006 to 2007, chief financial officer, of Ankmar, LLC, a
garage door manufacturer, distributor and installer. From 2003 to
2006, Mr. Clarke was a senior investment banker with FMI Corporation, a
management consulting and investment banking firm serving the building and
construction industry. From 1997 to 2002, Mr. Clarke served as an
operating group chief financial officer, then vice president and general manager
for Johns Manville Corporation, a subsidiary of Berkshire Hathaway
Inc. Mr. Clarke also served as vice president, corporate treasurer,
and international division chief financial officer for The Coleman Company,
Inc. Prior to Coleman, Mr. Clarke was with PepsiCo, Inc. for over
nine years and served in a range of financial roles, including director of
corporate strategic planning, where he led strategy and planning related to the
worldwide beverage sector.
Mr.
Clarke will not serve on any of the committees of the Board of
Directors. Mr. Clarke, as a member of management of the Company, will
not receive any compensation for serving as a director of the
Company. AeroGrow will enter into its standard directors’
indemnification agreement with Mr. Clarke.
On July
10, 2009, AeroGrow issued a press release regarding the events described in this
Current Report on Form 8-K. A copy of the press release is filed as
Exhibit 99.1 to this Form 8-K, and is incorporated by
reference.
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits. The
following exhibit is filed with
this Form 8-K:
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Exhibit
No.
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Description
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99.1
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Portions of this report may constitute
“forward-looking statements” as defined by federal law. Although the Company
believes any such statements are based on reasonable assumptions, there is no
assurance that actual outcomes will not be materially different. Any such
statements are made in reliance on the “safe harbor” protections provided under
the Private Securities Litigation Reform Act of 1995. Additional information
about issues that could lead to material changes in the Company’s performance is
contained in the Company’s filings with the Securities and Exchange
Commission.
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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AeroGrow
International, Inc. |
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Date:
July 10, 2009
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By:
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/s/
H.
MacGregor
Clarke
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H.
MacGregor Clarke |
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Chief
Financial Officer and Treasurer |
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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