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): August 7, 2008
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
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(Commission
File Number)
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(I.R.S.
Employer
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Incorporation)
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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
2.02. Results of Operations and Financial Condition.
On August
7, 2008, AeroGrow International, Inc. (“AeroGrow,” or the “Company”) issued a
press release announcing the Company’s operational results for the three months
ended June 30, 2008. The Company will host a conference call to
discuss those results on Thursday, August 7, 2008, at 12:00 P.M. (noon)
Eastern Daylight Time (EDT). The dial in number is 1 (888)
241-0558 when calling from the United States or Canada, and 1 (647)
427-3417 when calling internationally. Participants are encouraged to
call in five minutes before the call begins (11:55 A.M. EDT). A
replay of the call will be available within 12 hours of
completion. The replay of the call will be accessible at any time
over the following 30 days through the investor link on the AeroGrow website
(www.aerogrow.com/investors) and by phone until September 7,
2008. To access the replay by phone, dial 1 (800) 695-1018
when calling from the United States or Canada, and 1 (402) 220-7753 when
calling internationally. The conference identification number is
58135575. A copy of the press release announcing the Company’s
operational results for the three months ended June 30, 2008, is furnished
as Exhibit 99.1 to this report.
The information contained in this Item
2.02 and 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 language in any filings.
Item
7.01. Regulation FD Disclosure.
The information contained in Item 2.02
is herein incorporated by reference.
The information contained in this
Item 7.01 and 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 language in any filings.
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits. The
following exhibit is furnished 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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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 language in any filings.
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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By: /s/ H. MacGregor
Clarke
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H.
MacGregor Clarke
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Chief
Financial Officer and Treasurer
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DATED: August
7, 2008
EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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