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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. ___)*
AeroGrow
International, Inc.
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(Name of
Issuer)
Common
Stock, $0.001 par value per share
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(Title of
Class of Securities)
00768M103
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(CUSIP
Number)
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Jack
J. Walker
2105
11th St.
Boulder,
Colorado, 80302
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With
a copy to: AeroGrow
International, Inc.
6075
Longbow Drive, Suite 200
Boulder,
CO 80301
(303)
444-7755
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
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June
30, 2009
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(Date of Event
which Requires Filing of this Statement)
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CUSIP
No. 00768M103
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1
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NAME
OF REPORTING PERSON I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
Jack
J. Walker
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (See Instructions)
(b) ¨
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See
Instructions)
OO,
PF, AF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF SHARES
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7
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SOLE
VOTING POWER
25,296,408
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BENEFICIALLY
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8
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SHARED
VOTING POWER
2,435,000
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OWNED
BY EACH
REPORTING
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9
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SOLE
DISPOSITIVE POWER
25,296,408
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PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
2,435,000
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,731,408
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ (See
Instructions)
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.40%
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14
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TYPE
OF REPORTING PERSON (See
Instructions)
IN
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CUSIP
No. 00768M103
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1
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NAME
OF REPORTING PERSON I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
Marsha
S. Walker
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (See
Instructions) (b) ¨
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See
Instructions)
OO,
AF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF
SHARES
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7
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SOLE
VOTING POWER
0
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BENEFICIALLY
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8
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SHARED
VOTING POWER
2,435,000
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OWNED
BY EACH
REPORTING
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9
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SOLE
DISPOSITIVE POWER
0
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PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
2,435,000
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,435,000
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ (See
Instructions)
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.39%
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14
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TYPE
OF REPORTING PERSON (See
Instructions)
IN
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CUSIP
No. 00768M103
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1
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NAME
OF REPORTING PERSON I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
M&J
Charitable Remainder Trust
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (See
Instructions) (b) ¨
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See
Instructions)
OO
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF
SHARES
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7
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SOLE
VOTING POWER
0
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BENEFICIALLY
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8
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SHARED
VOTING POWER
2,435,000
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OWNED
BY EACH
REPORTING
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9
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SOLE
DISPOSITIVE POWER
0
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PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
2,435,000
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,435,000
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ (See
Instructions)
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.39%
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14
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TYPE
OF REPORTING PERSON (See
Instructions)
OO
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(a) This
statement on Schedule 13D relates to the common stock of AeroGrow
International, Inc., a Nevada corporation (the
“Issuer”).
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(b) The
principal executive offices of the Issuer are located at 6075 Longbow
Drive, Suite 200, Boulder, Colorado,
80301.
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(a)-(i)
The purpose of the transaction was to acquire the Series A Stock and
Warrant. Each Warrant has a term of five (5) years with
an exercise price of $1,250 per share. The reporting
person may exercise the Warrant at any time until its
expiration. At the election of the reporting person, each share
of Series A Stock is convertible into 5,000 shares of the Issuer’s common
stock, subject to customary anti-dilution adjustments. The
holders of the Series A Stock, in aggregate, are entitled to appoint three
(3) directors to the board of directors of the Issuer. In
connection with the transactions, the Issuer amended its bylaws to render
the Nevada control share statute inapplicable to the
Issuer. The holders of Series A Stock are entitled to vote
alongside the holders of the Issuer’s common stock on an as-converted-to
common stock basis. The holders of the Series A Stock are
entitled to receive preferential dividends in the amount of 8% per annum
when and if declared by the board of directors of the
Issuer. The holders of the Series A Stock, in aggregate and
voting as a separate class, are entitled to vote on certain corporate
transactions of the Issuer including, without limitation, any amendments
to the Issuer’s bylaws or articles of incorporation and the creation of
any equity securities senior to the Series A Stock. The
description of the terms of the Series A Stock are qualified in their
entirety by reference to the Issuer’s Certificate of Designations filed
with the Nevada Secretary of State on June 29, 2009 (which is included as
Exhibit A to this Schedule 13D and is incorporated by reference into this
Item 4). The description of the terms of the Warrant are
qualified in their entirety by reference to the Issuer’s Form of Series A
Preferred Stock Warrant (which is included as Exhibit B to this Schedule
13D and is incorporated by reference into this Item
4).
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(a)
The aggregate number of shares of common stock of the Issuer that Mr.
Walker beneficially owns is 27,731,408. This
includes:
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·
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24,185,000
shares of common stock issuable upon conversion of the 3,225 shares of
Series A Stock and 1,612 shares of Series A Stock underlying the
Warrants held by Mr.
Walker;
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·
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2,435,000
shares of common stock issuable upon conversion of the 325 shares of
Series A Stock and 162 shares of Series A Stock underlying the
Warrants held by the
Trust;
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·
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750,000
shares of common stock issuable upon conversion of the 100 shares of
Series A Stock and 50 shares of Series A Stock underlying the
Warrants held by MTF;
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·
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56,000
shares of common stock underlying options which are exercisable
within 60 days hereof;
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·
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warrants
to purchase 110,000 shares of common stock exercisable within 60 days
hereof;
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·
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119,286
shares of common stock held directly;
and
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·
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76,122
shares of common stock held by MTF.
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(b)
Mr. Walker has the sole power to vote or to direct the voting of
25,296,408 shares of common stock, beneficially owned by
him. Mr. Walker has the sole power to dispose or direct the
disposition of 25,296,408 shares of common stock, beneficially owned by
him. Mr. Walker has shared power to vote or to direct the vote
of 2,435,000 shares of common stock, held by the Trust. Mr. Walker has
shared power to dispose or to direct the disposition of 2,435,000 shares
of common stock, held by the Trust. Mr. Walker is one of two trustees of
the Trust.
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(c)
On June 30, 2009, Mr. Walker, the Trust and MTF entered into a
privately-negotiated agreement with the Issuer pursuant to which the
reporting person now beneficially owns 3,650 shares of Series A Stock and
a Warrant to purchase 1,824 shares of Series A Stock. The
reporting persons paid $1,000 per share of Series A Stock and received a
warrant to purchase 0.5 shares of Series A Stock, exercisable at $1,250
per share, for each share of Series A Stock
purchased.
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(d)
The holders of the Series A Stock are entitled to receive preferential
dividends in the amount of 8% per annum when and if declared by the board
of directors of the Issuer.
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(e)
Not applicable.
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A.
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Certificate
of Designations (Incorporated by reference to Exhibit 3.7 to the Issuer’s
Annual Report on Form 10-K for the year ended March 31,
2009).
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B.
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Form
of Series A Preferred Stock Warrant (Incorporated by reference to Exhibit
4.19 to the Issuer’s Annual Report on Form 10-K for the year ended March
31, 2009).
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C.
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Investor
Rights Agreement (Incorporated by reference to Exhibit 4.20 to the
Issuer’s Annual Report on Form 10-K for the year ended March 31,
2009).
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D.
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Joint
Filing Agreement
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Date:
July10,
2009
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By:
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/s/ Lissie Stagg, Attorney in Fact | |
| Lissie Stagg, Attorney in Fact | |||