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: February 16, 2005
(Date of earliest event reported)
GRIFFON CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 1-6620 11-1893410
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
100 JERICHO QUADRANGLE, JERICHO, NEW YORK 11753
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(Address of principal executive offices) (Zip Code)
(516) 938-5544
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(Registrant's telephone number including area code)
N/A
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(Former name or former address, if changed since last report.)
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
(a) None.
(b) On February 16, 2005, Robert Balemian, President, Chief Financial Officer
and a director of Griffon Corporation (the "Registrant") since 1982, notified
the Board of Directors of his retirement. Mr. Balemian will continue to serve as
President of the Registrant until May 1, 2005.
(c ) In connection with Mr. Balemian's retirement, the Board of Directors of the
Registrant has appointed Eric Edelstein to serve as Executive Vice President and
Chief Financial Officer effective March 1, 2005.
Mr. Edelstein was, from 1983 until August 2002, a partner at Arthur
Andersen LLP, serving as Managing Partner of the Northeast Region of the
Business Consulting Division and Managing Partner of the National Practices of
the Business Consulting Division. Since 2002, Mr. Edelstein has acted as an
independent consultant. Mr. Edelstein currently serves as a director of Valley
National Bancorp., a bank holding company, Computer Horizon Corp., a strategic
solutions and human capital management company and Aeroflex Incorporated, a
diversified manufacturer of electronic components and test equipment. Mr.
Edelstein will resign from the board of directors of Aeroflex Incorporated
effective upon the commencement of his employment with the Registrant.
A copy if the press release announcing the retirement of Mr. Balemian and
appointment of Mr. Edelstein is attached hereto as Exhibit 99.1.
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SIGNATURE
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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.
GRIFFON CORPORATION
By: ______________________
Robert Balemian, President
Dated: February 17, 2005
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EXHIBIT INDEX
99.1 Press release dated February 16, 2005 issued by Griffon Corporation.
GRIFFON CORPORATION
Contact: Robert Balemian
President
(516) 938-5544
GRIFFON CORPORATION ANNOUNCES RETIREMENT OF
ROBERT BALEMIAN AS PRESIDENT AND CHIEF FINANCIAL OFFICER
APPOINTS ERIC EDELSTEIN EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
JERICHO, NY - February 16, 2005 - Griffon Corporation (NYSE: GFF) announced
today at its Annual Meeting of Shareholders, that Robert Balemian, 66, its
President and Chief Financial Officer since 1982, will retire effective May 1,
2005. Mr. Balemian will continue to serve as President until May 1, 2005 in
order to assist in an orderly transition. In addition, Mr. Balemian will serve
as a consultant to the company until 2010.
In connection with Mr. Balemian's retirement, the Board of Directors has
appointed Eric Edelstein to serve as Executive Vice President and Chief
Financial Officer effective March 1, 2005. Mr. Edelstein was employed for over
30 years by Arthur Andersen. When Mr. Edelstein left Arthur Andersen in 2002, he
was Managing Partner of the Northeast Region of the Business Consulting Division
and Managing Partner of the National Practices of the Business Consulting
Division. Mr. Edelstein currently serves as a director of several public
companies.
"The Board and I would like to thank Bob for his tremendous contributions
during his tenure with Griffon and we respect his decision to retire. Bob has
provided Griffon with outstanding loyalty and dedication for over 31 years,"
said Harvey R. Blau, the company's Chairman of the Board and Chief Executive
Officer. "We all respect Bob, not only for his superb business capabilities, but
also for the way he demonstrates Griffon's values on a daily basis and for his
commitment to the company. Because of Bob's leadership, Griffon is well
positioned for future growth. We also welcome Eric Edelstein to our management
team and look forward to working with him to pursue the next steps in Griffon's
strategic plan."
Griffon Corporation -
o is a leading manufacturer and marketer of residential, commercial and
industrial garage doors sold to professional installing dealers and
major home center retail chains;
o installs and services specialty building products and systems,
primarily garage doors, openers, fireplaces and cabinets, for new
construction markets through a substantial network of operations
located throughout the country;
o is an international leader in the development and production of
embossed and laminated specialty plastic films used in the baby
diaper, feminine napkin, adult incontinent, surgical and patient care
markets; and
o develops and manufactures information and communication systems for
government and commercial markets worldwide.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: All statements other than statements of historical fact included in this
release, including without limitation statements regarding the company's
financial position, business strategy and the plans and objectives of the
company's management for future operations, are forward-looking statements. When
used in this release, words such as "anticipate", "believe", "estimate",
"expect", "intend", and similar expressions, as they relate to the company or
its management, identify forward-looking statements. Such forward-looking
statements are based on the beliefs of the company's management, as well as
assumptions made by and information currently available to the company's
management. Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors, including but not
limited to, business and economic conditions, competitive factors and pricing
pressures, capacity and supply constraints. Such statements reflect the views of
the company with respect to future events and are subject to these and other
risks, uncertainties and assumptions relating to the operations, results of
operations, growth strategy and liquidity of the company. Readers are cautioned
not to place undue reliance on these forward-looking statements. The company
does not undertake to release publicly any revisions to these forward-looking
statements to reflect future events or circumstances or to reflect the
occurrence of unanticipated events.
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