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): August 21, 2002 --------------- THE SCOTTS COMPANY ----------------------------------------------------------- (Exact name of registrant as specified in its charter) OHIO 1-13292 31-1414921 ------------------------------ ------------------ --------------------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 14111 SCOTTSLAWN ROAD, MARYSVILLE, OHIO 43041 ------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (937) 644-0011 -------------- Index to Exhibits is on Page 3. Item 7. Financial Statements and Exhibits (a) None required. (b) None required. (c) Exhibits. 99 Press Release issued August 21, 2002 Item 9. Regulation FD Disclosure On August 21, 2002, The Scotts Company issued a press release announcing that the Hagedorn Partnership, L.P. exercised warrants for 1,140,750 common shares of Scotts on a cashless basis. The Hagedorn Partnership received 467,092 common shares of Scotts on a net basis and has remaining warrants for 1,792,608 common shares of Scotts, which are exercisable on, or prior to, November 19, 2003. The press release is attached hereto as Exhibit 99 and incorporated herein by reference. 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. THE SCOTTS COMPANY Date: August 22, 2002 By: /s/ David M. Aronowitz --------------------------------------------- David M. Aronowitz, Executive Vice President, General Counsel and Secretary 2 INDEX TO EXHIBITS ----------------- Exhibit Number Description -------------- ----------- 99 Press Release issued August 21, 2002 3