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: June 30, 2005
(Date of earliest event reported)
Griffon Corporation
_____________________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 1-6620 11-1893410
_____________________________________________________________________________
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
100 Jericho Quadrangle, Jericho, New York 11753
_____________________________________________________________________________
(Address of principal executive offices) (Zip Code)
(516) 938-5544
_____________________________________________________________________________
(Registrant's telephone number, including area code)
N/A
_____________________________________________________________________________
(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):
_ Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
_ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240
.14a-12)
_ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-(b))
_ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-(c))
ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT.
On June 30, 2005, the Registrant entered into a Stock Purchase Agreement
with BBA Holding Deutschland GmbH ("BBA") pursuant to which the Registrant,
through its indirect, wholly-owned subsidiary, Clopay Folien GmbH, ("Clopay"),
will purchase from BBA all of the share capital of BBA Joint Venture Holding
GmbH ("JV Holding") for $82 million in cash (the "Transaction"). JV Holding is
the owner of the forty (40%) percent of Finotech Verbundstoffe GmbH & Co KG
("Finotech") that Clopay does not already own. Finotech is a joint venture
between Clopay and BBA. In connection with the Transaction, BBA Group PLC ("BBA
Group"), the parent of BBA, guaranteed the obligation of BBA to indemnify Clopay
for a ten (10) year period in respect of any liabilities of JV Holding as of the
Closing Date other than those related to its ownership of Finotech.
In addition, on July 1, 2005, the Registrant entered into an Amendment to
its Loan Agreement dated as of October 25, 2001, as amended (the "Loan
Agreement"), pursuant to which certain covenants were amended to enable the
Registrant to consummate the Transaction.
A copy of the press release announcing the Transaction is attached hereto
as Exhibit 99.1. A copy of the Stock Purchase Agreement is attached hereto as
Exhibit 10.1. A copy of the amendment to the Loan Agreement is attached hereto
as Exhibit 10.2.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On July 5, 2005, the Registrant consummated the Transaction described in
Item 1.01, above. The purchase price paid in the Transaction was determined
based on the historical and projected financial results for Finotech and was the
result of arms-length negotiations.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On July 5, 2005, the Registrant borrowed $60 million under its Loan
Agreement. The Registrant may borrow, repay and reborrow amounts under its Loan
Agreement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
As a result of the Registrant's 60% ownership in Finotech prior to the
consummation of the Transaction described in Item 1.01 above, the requisite
financial information required by this Item has been included in the
Registrant's Form 10-Q for the quarter ended March 31, 2005 and Form 10-K for
the fiscal year ended September 30, 2004, each of which is hereby incorporated
by reference.
2
(b) Pro forma financial information.
The Registrant will file the financial information required by this Item
not later than 71 days after the date on which this Form 8-K is required to be
filed.
(c) Exhibits.
10.1 Stock Purchase Agreement dated June 30, 2005 among Clopay Folien
Folien GmbH, BBA Holding Deutschland GmbH and BBA Group PLC
10.2 Amendment to Loan Agreement dated as of June 30, 2005 between
the Registrant and the lenders party thereto
99.1 Press Release dated July 1, 2005
3
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.
GRIFFON CORPORATION
By: /s/ Eric Edelstein
-----------------------------------------
Eric Edelstein, Executive Vice President
and Chief Financial Officer
Date: July 7, 2005
4
EXHIBIT INDEX
-------------
10.1 Stock Purchase Agreement dated June 30, 2005 among Clopay Folien
GmbH, BBA Holding Deutschland GmbH and BBA Group PLC
10.2 Amendment to Loan Agreement dated as of June 30, 2005 between the
Registrant and the lenders party thereto
99.1 Press Release dated July 1, 2005
5