Registration
No. 333-_______________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
GRIFFON
CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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11-1893410
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(State
or Other Jurisdiction of
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(I.R.S.
Employer Identification No.)
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Incorporation
or Organization)
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100
Jericho Quadrangle, Suite 224, Jericho, New York
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11753
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(Address
of Principal Executive Offices)
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(Zip
Code)
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GRIFFON
CORPORATION 2006 EQUITY INCENTIVE PLAN
AS
AMENDED
(Full
Title of the Plan)
Patrick
L. Alesia, Vice President, Chief Financial Officer,
Treasurer
and Secretary
Griffon
Corporation
100
Jericho Quadrangle
Suite
224
Jericho,
New York 11753
(Name
and
Address of Agent for Service)
(516)
938-5544
(Telephone
Number, Including Area Code, of Agent For Service)
copy
to:
Gary
T. Moomjian, Esq.
Moomjian,
Waite, Wactlar & Coleman, LLP
100
Jericho Quadrangle
Suite
225
Jericho,
New York 11753
(516)
937-5900
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large
accelerated filer
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x
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Accelerated
filer
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o
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Non-accelerated
filer
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o
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Smaller
reporting company
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o
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(Do
not check if a smaller reporting company)
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CALCULATION
OF REGISTRATION FEE
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Title
of Each Class of Securities To Be Registered
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Amount
To Be Registered (1)
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Proposed
Maximum Offering Price Per Share
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Proposed
Maximum Aggregate Offering Price
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Amount
of Registration Fee
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Common
Stock, par value $.25, reserved for future grants
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300,000
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$8.14
(2)(3)
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$2,442,000
(2)(3)
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$96.00
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____________________
(1) Pursuant
to Rule 416 promulgated under the Securities Act of 1933, as amended (the
“Securities Act”), the Registration Statement also covers an indeterminate
number of additional shares of Common Stock which may become issuable pursuant
to anti-dilution provisions contained in the Griffon Corporation 2006 Equity
Incentive Plan, as amended.
(2) Estimated
solely for the purpose of calculating the registration fee.
(3) Computed
in accordance with Rules 457(c) and 457(h) of the Securities Act based upon
the
average of the high and low prices for the Common Stock on March 18, 2008.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
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Item
3.
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Incorporation
of Documents by Reference.
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This
Registration Statement on Form S-8 is being filed to register an additional
300,000 shares of Common Stock available for issuance under the Registrant's
2006 Equity Incentive Plan, as amended. An initial Registration Statement on
Form S-8 (Registration Statement No. 333-133833) was previously filed with
respect to that plan. Pursuant to General Instruction E of Form S-8,
the contents of such earlier Registration Statement No. 333-133833 are
hereby incorporated by reference.
All
documents and reports subsequently filed by the Registrant with the Securities
and Exchange Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all such securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified
or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document that
also
is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed
to constitute a part of this Registration Statement, except as modified or
superseded.
The
Registrant will provide without charge to each person to whom a copy of this
Registration Statement is delivered, upon the written or oral request of such
person, a copy of any or all of the documents incorporated by reference (except
for exhibits thereto unless specifically incorporated by reference herein).
Requests for such copies should be directed to the Secretary, Griffon
Corporation, 100 Jericho Quadrangle, Suite 224, Jericho, New York 11753, (516)
938-5544.
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Item
8.
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Exhibits.
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4.1
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Restated
Certificate of Incorporation (incorporated by reference to Exhibit
3.1 of
the Registrant’s Annual Report on Form 10-K for the fiscal year ended
September 30, 1995)
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4.2
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Amended
and Restated By-laws (incorporated by referenced to Exhibit 3 of
the
Registrant’s Current Report on Form 8-K (Date of Report: May 2, 2001)
filed on May 18, 2001)
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4.3
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Griffon
Corporation 2006 Equity Incentive Plan, as amended (incorporated
by
reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form
10-Q for the quarter ended December 31,
2007)
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5.1
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Opinion
of Moomjian, Waite, Wactlar & Coleman,
LLP
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23.1
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Consent
of Moomjian, Waite, Wactlar & Coleman, LLP (included in their opinion
filed as Exhibit 5.1 hereto)
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23.2
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Consent
of Grant Thornton LLP
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23.3
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Consent
of PricewaterhouseCoopers LLP
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24
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Powers
of Attorney (filed herewith)
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies
that
it has reasonable grounds to believe that it meets all of the requirements
for
filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Jericho, State of New York, on March 19, 2008.
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GRIFFON
CORPORATION
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By:
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/s/
Harvey R. Blau
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Harvey
R. Blau
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Chairman
and Chief Executive Officer
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(Principal
Executive Officer)
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Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the date
indicated.
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Signature
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Title
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Date
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/s/
Harvey R. Blau
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Chairman
of the Board and
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March
19, 2008
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Harvey
R. Blau
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Chief
Executive Officer
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(Principal
Executive Officer)
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/s/
Patrick L. Alesia
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Vice
President, Chief Financial Officer,
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Patrick
L. Alesia
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Treasurer
and Secretary (Principal
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Financial
Accounting Officer)
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March
19, 2008
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/s/
Henry A. Alpert
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Director
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March
19, 2008
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Henry
A. Alpert
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/s/
Blaine V. Fogg
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Director
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March
19, 2008
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Blaine
V. Fogg
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/s/
Robert G. Harrison
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Director
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March
19, 2008
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Robert
G. Harrison
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/s/
Clarence A. Hill, Jr.
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Director
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March
19, 2008
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Clarence
A. Hill, Jr.
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/s/
Donald J. Kutyna
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Director
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March
19, 2008
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Donald
J. Kutyna
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Director
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March
19, 2008
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James
W. Stansberry
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/s/
Martin S. Sussman
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Director
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March
19, 2008
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Martin
S. Sussman
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/s/
Joseph J. Whalen
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Director
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March
19, 2008
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Joseph
J. Whalen
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Each
person whose signature appears below constitutes and appoints Harvey R. Blau
with full power of substitution, his true and lawful attorney-in-fact and agent
to do any and all acts and things in his name and on his behalf in his
capacities indicated below which he may deem necessary or advisable to enable
Griffon Corporation to comply with the Securities Act of 1933, as amended,
and
any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with this Registration Statement including
specifically, but not limited to, power and authority to sign for him in his
name in the capacities stated below, any and all amendments (including
post-effective amendments) thereto, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in such connection, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitute or substitutes,
may
lawfully do or cause to be done by virtue thereof.
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Signature
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Title
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Date
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Director
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March
19, 2008
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Bertrand
M. Bell
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/s/
Gordon
E.
Fornell
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Director
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March
19, 2008
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Gordon
E. Fornell
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Director
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March
19, 2008
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Ronald
J. Kramer
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/s/
James
A.
Mitarotonda
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Director
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March
19, 2008
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James
A. Mitarotonda
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/s/
William
H.
Waldorf
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Director
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March
19, 2008
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William
H. Waldorf
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Exhibit
5.1
Moomjian,
Waite, Wactlar & Coleman, LLP
100
Jericho Quadrangle, Suite 225
Jericho,
New York 11753
March
19,
2008
Securities
and Exchange Commission
450
Fifth
Street, N.W.
Washington,
D.C. 20549
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Re:
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Griffon
Corporation - Registration Statement on Form
S-8
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Ladies
and Gentlemen:
Reference
is made to the filing by Griffon Corporation (the “Registrant”) of a
Registration Statement on Form S-8 with the Securities and Exchange Commission
pursuant to the provisions of the Securities Act of 1933, as amended, covering
the registration of an additional 300,000 shares of the Registrant’s Common
Stock to be issued in connection with the Registrant’s 2006 Equity Incentive
Plan, as amended (the “2006 Plan”), in addition to shares previously
registered.
As
counsel for the Registrant, we have examined its corporate records, including
its Certificate of Incorporation, as amended, By-Laws, its corporate minutes,
the form of its Common Stock certificate and such other documents as we have
deemed necessary or relevant under the circumstances.
The
Board
of Directors of the Registrant has reserved an additional 300,000 shares of
the
Registrant’s Common Stock for issuance under the 2006 Plan. Based on our
examination, we are of the opinion that the shares of the Registrant’s Common
Stock, when issued pursuant to the 2006 Plan, will be validly authorized,
legally issued, fully paid and non-assessable.
We
hereby
consent to be named in the Registration Statement, which constitutes a part
thereof, as counsel to the Registrant and we hereby consent to the filing of
this opinion as Exhibit 5.1 to the Registration Statement.
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Very
truly yours,
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/s/
Moomjian, Waite, Wactlar & Coleman, LLP
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Moomjian,
Waite, Wactlar & Coleman,
LLP
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Exhibit
23.2
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
have
issued our reports dated November 28, 2007 accompanying the consolidated
financial statements and schedules (which includes an explanatory paragraph
related to the adoption of the recognition and disclosure provisions of
Financial Accounting Standards Board Statement No. 158, Employers’ Accounting
for Defined Benefit Pension and Other Postretirement Plans: an amendment of
FASB
Statements No. 87, 88, 106 and 132(R), effective September 30, 2007) and
management’s assessment of the effectiveness of internal control over financial
reporting, which are included in the Annual Report on Form 10-K of Griffon
Corporation and subsidiaries the year ended September 30, 2007 and which are
incorporated by reference in this Registration Statement. We consent to the
incorporation by reference in the Registration Statement of the aforementioned
reports.
/s/
GRANT
THORNTON LLP
Melville,
New York
March
18,
2008
Exhibit
23.3
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
hereby
consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated December 13, 2005 relating to the financial
statements, financial statement schedule, management’s assessment of the
effectiveness of internal control over financial reporting and the effectiveness
of internal control over financial reporting, of Griffon Corporation, which
appears in Griffon Corporation's 2007 Annual Report on Form 10-K, for the year
ended September 30, 2005.
/s/
PRICEWATERHOUSECOOPERS LLP
New
York,
New York
March
18,
2008