boardactions.htm
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
January
22, 2009
(Date of
earliest event reported)
GRIFFIN
LAND & NURSERIES, INC.
(Exact name of registrant as specified
in charter)
|
Delaware
|
06-0868496
|
|
(State
or other jurisdiction of incorporation or organization)
|
(IRS
Employer Identification Number)
|
|
|
|
|
Commission
File Number
|
1-12879
|
|
|
|
|
One
Rockefeller Plaza, New York, New York
|
10020
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
|
|
|
Registrant’s
Telephone Number including Area Code
|
(212)
218-7910
|
|
|
|
|
(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:
|
[
]
|
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-2(b))
|
|
|
|
|
[
]
|
Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR
240.13e-4(c))
|
|
Item
2.05
|
Costs
Associated with Exit or Disposal
Activities
|
On
January 22, 2009, the Board of Directors of Griffin Land & Nurseries, Inc.
(“Griffin” or the “Registrant”) determined that Imperial Nurseries, Inc.
(“Imperial”), Griffin’s subsidiary in the landscape nursery business, will shut
down its farm in Quincy, Florida by the end of this year. In September,
Griffin’s Board of Directors determined to significantly reduce production at
Imperial’s Quincy, Florida farm as reported in a Current Report on Form 8-K
filed on September 18, 2008. The Board has now determined that
continuing to operate the Quincy, Florida farm would not be economically
feasible. Imperial will continue to operate its farm in Granby,
Connecticut.
The
shutdown of the Florida farm reflects the difficulties that facility has
encountered as a result of its significant distance from most of Imperial’s
major markets, which are located in the mid-Atlantic area and the northeastern
United States. Imperial has been unable to develop sufficient volume
in more southern markets to reduce its dependence on shipping Florida grown
product substantial distances. The shutdown of the Quincy, Florida
farm will enable Imperial to focus more as a regional grower with most of its
major markets within close proximity of its Connecticut
farm. Imperial expects to sell its remaining inventories on its
Quincy, Florida farm this year.
The
Registrant will record a significant restructuring charge, estimated to be
between $8.3 and $9.3 million pretax, to its operating results in the 2008
fourth quarter as a result of these decisions. Because the majority
of this charge reflects the expected disposition of inventories below their
carrying values at the time of sale, Griffin expects the closing of the Florida
farm to result in some positive cash flow. At this time, the
Registrant is unable to make a determination as to the total amount to be
incurred or the amounts to be incurred for each major type of cost in connection
with this action. The Registrant will file an amended Current Report
or Reports as and when it determines such amounts.
A copy of
Griffin’s January 23, 2009 press release announcing this decision is attached as
Exhibit 99.1 and is incorporated herein by reference.
|
Item
5.02
|
Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
|
At the
January 22, 2009 meeting of the Board of Directors of Griffin, Albert H. Small,
Jr. was elected to Griffin’s Board of Directors to replace a director who passed
away last year. The Board has determined that Mr. Small, Jr.
qualifies as an “independent” director under Nasdaq rules and has appointed Mr.
Small, Jr. to Griffin’s Audit Committee. As a result of the election
of Mr. Small, Jr., Griffin has regained compliance with Nasdaq’s independent
director requirements (Marketplace Rule 4350(c)(1)) and audit committee
composition requirements (Marketplace Rule 4350(d)(2)(A)). Upon his
election to Griffin’s Board of Directors, Mr. Small, Jr. was granted an option
to purchase 1,749 shares of Griffin common stock in accordance with the terms of
the Griffin Land & Nurseries, Inc. 1997 Stock Option Plan, as
amended.
A copy of
Griffin’s January 23, 2009 press release announcing the election of Mr. Small,
Jr. is attached as Exhibit 99.1 and is incorporated herein by
reference.
On
January 23, 2009, the Registrant issued a press release announcing that its
Board of Directors had declared a quarterly cash dividend on its common stock of
$0.10 per share. The dividend will be payable on March 5, 2009 to
stockholders of record as of the close of business on February 23,
2009.
A copy of
Griffin’s January 23, 2009 press release announcing the dividend declaration is
attached as Exhibit 99.1 and is incorporated herein by reference.
|
Item
9.01
|
Financial
Statements and Exhibits
|
Exhibit 99.1: Registrant's
January 23, 2009 Press Release (attached hereto).
Forward-Looking
Statements:
This
Current Report on Form 8-K includes “forward-looking statements” within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act, including those statements regarding the operation of Imperial’s
Connecticut farm, the timing of the shutdown of Imperial’s Florida farm and the
sale of the remaining Florida inventories in 2009. Although Griffin
believes that its plans, intentions and expectations reflected in such
forward-looking statements are reasonable, it can give no assurance that such
plans, intentions or expectations will be achieved. The projected
information disclosed herein is based on assumptions and estimates that, while
considered reasonable by Griffin as of the date hereof, are inherently subject
to significant business, economic, competitive and regulatory uncertainties and
contingencies, many of which are beyond the control of Griffin.
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.
|
|
GRIFFIN
LAND & NURSERIES, INC.
|
|
|
|
|
|
|
|
|
/s/
Anthony J. Galici
|
|
|
Anthony
J. Galici
|
|
|
Vice
President, Chief Financial Officer
|
|
|
and
Secretary
|
|
Dated: January
23, 2009
|
|