aero-8k5282008.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): May 21,
2008
AEROGROW
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
(State
or other jurisdiction of incorporation or organization)
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000-50888
(Commission
File Number)
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46-0510685
(I.R.S.
Employer Identification No.)
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6075
Longbow Drive, Suite 200
Boulder,
Colorado 80301
(Address
and telephone number of principal executive offices) (Zip Code)
(303)
444-7755
(Registrant's
telephone number, including area code)
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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section 1-Registrant’s
Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
On May 27, 2008, AeroGrow
International, Inc. (“AeroGrow,” or the “Company”) announced the appointment of
H. MacGregor (Greg) Clarke as its Chief Financial Officer. The
material terms and conditions of Mr. Clarke’s appointment are reported under
Item 5.02 and incorporated herein by reference.
Section 5 – Corporate
Governance and Management
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 27, 2008, AeroGrow announced the
appointment of H. MacGregor (Greg) Clarke as its Chief Financial Officer
("CFO"). Mr. Clarke is replacing Mitchell B. Rubin, the Company’s
prior CFO, effective as of May 23, 2008.
Mr.
Clarke has an extensive background in finance, operations and strategy, as well
as consumer product experience, having served as President, CEO and CFO at a
number of high-growth companies in his career. Most recently, Mr.
Clarke was CEO (and previously CFO) of Ankmar, LLC, a private equity-owned,
nationwide garage door manufacturer, distributor and
installer. Previously, he served as an operating group CFO, then Vice
President and General Manager for Johns Manville Corporation, a $2.2 billion
building materials subsidiary of Berkshire Hathaway Inc. There, he
was responsible for all operations and financial performance for the Building
Insulation Division. Mr. Clarke also served as Vice President,
Corporate Treasurer and International Division CFO for The Coleman Company, Inc.
during a period of substantial top-line growth. Prior to Coleman, Mr.
Clarke was with PepsiCo, Inc. for over nine years and served in a range of
financial roles, including Director, Corporate Strategic Planning.
Pursuant
to an offer letter by the Company dated May 21, 2008, agreed to and accepted by
Mr. Clarke, Mr. Clarke’s employment as CFO commenced on May 23, 2008, and is on
an at-will basis. Mr. Clarke’s initial base salary is $200,000 per
year. Mr. Clarke will receive an annual cash bonus in an amount equal
to 1.5% of the EBITDA of the Company. Further, Mr. Clarke will be
granted options to purchase 150,000 shares of the Company’s common stock, of
which 30,000 will be granted on June 1, 2008, the next 60,000 on July 1,
2008 and the final 60,000 on October 1, 2008. The options will vest
in increments of 30,000 options on each of June 1, 2008, December 1, 2008, June
1, 2009, December 1, 2009 and June 1, 2010. Mr. Clarke will be
entitled to participate in and receive benefits under any and all of the
Company’s available employee and senior team member benefit plans and
programs. Mr. Clarke will also receive $750 per month as a car
allowance. In the event of his termination without cause, Mr. Clarke
is eligible for a severance package of twelve months of full salary and benefits
continuation and a pro rated portion of his annual cash bonus.
Other
than his compensation arrangements relative to his employment, the Company is
not aware of any transactions or any proposed transactions in which the Company
or any of its subsidiaries was or is to be a participant, and in which Mr.
Clarke or any member of his immediate family had, or will have, a direct or
indirect material interest. Mr. Clarke has no family relationships with any
director or executive officer of the Company.
Item
7.01 Regulation FD Disclosure
The
Company issued a press release on May 27, 2008, announcing the appointment of
Greg Clarke as its CFO. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
Section 9- Financial
Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits. The
following exhibits are furnished with this Current Report on Form
8-K:
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Exhibit
No.
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Exhibit
Description
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The
information contained in Exhibit 99.1 attached hereto shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and
shall not be deemed incorporated by reference in any filing with the Securities
and Exchange Commission under the Securities Exchange Act of 1934 or the
Securities Act of 1933, whether made before or after the date hereof and
irrespective of any general incorporation by reference language in any
filing.
Portions
of this report may constitute “forward-looking statements” defined by federal
law. Although the Company believes any such statements are based on
reasonable assumptions, there is no assurance that the 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 and may be accessed at www.sec.gov.
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.
a
Nevada corporation
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Dated: May
28, 2008
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/s/ Jervis
B.
Perkins
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Jervis
B. Perkins
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President
and Chief Executive Officer
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