AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
FEBRUARY 10, 1997
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
GRIFFON CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 11-1893410
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 JERICHO QUADRANGLE ROBERT BALEMIAN, PRESIDENT
JERICHO, NEW YORK 11753 GRIFFON CORPORATION
(516) 938-5544 100 JERICHO QUADRANGLE
(Address, including zip code and JERICHO, NEW YORK 11753
telephone number, including area (516) 938-5544
code, of registrant's principal (Name address and telephone number,
executive offices) including area code, of agent
for service)
Copy to:
Elliott V. Stein
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO
PUBLIC: From time to time after the effective date of this
Registration Statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box [ ]
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest
reinvestment plans, check the following box [X].
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities
Act, please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration number of the
earlier effective registration statement for the same offering.
[ ]
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box [ ]
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Each Class Maximum Maximum Amount
of Securi- Amount Offering Aggregate of Regi-
ties to be to be Price Per Offering stration
Registered Registered Share (1) Price(1) Fee
Common Stock,
par value
$.25 per
share, to-
gether with
the associ-
ated Pre-
ferred Share
Purchase
Rights, re-
served for
issuance upon
the exercise
of Common
Stock Purchase
Warrants (2) 226,413 shares $13.5625 $3,070,726 $931
(1) Estimated solely for the purpose of calculating the
registration fee, based on the average of the high and
low prices of the Common Stock reported in the
consolidated reporting system on February 4, 1997,
pursuant to Rule 457.
(2) Pursuant to Rule 416, this Registration Statement also
covers any additional shares of Common Stock which may
become issuable by virtue of the anti-dilution provisions
of such Warrants.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
GRIFFON CORPORATION
Cross Reference Sheet
Showing location in Prospectus of Information Required by Items
on Form S-3
Item No. Prospectus Caption
1. Forepart of the Registration Outside Front Cover Page
Statement and Outside Front of Prospectus
Cover Page of Prospectus
2. Inside Front and Outside Inside Front and Outside
Back Cover Pages of Back Cover Page of
Prospectus Prospectus
3. Summary Information, Risk *
Factors and Ratio of
Earnings to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Outside Front Cover
Price Page; Plan of Distribution
6. Dilution *
7. Selling Security Holders Selling Securityholders
8. Plan of Distribution Outside Front Cover Page;
Plan of Distribution
9. Description of Securities
to be Registered *
10. Interests of Named Experts Legal Matters; Experts
and Counsel
11. Material Changes *
12. Incorporation of Certain Incorporation of Certain
Information by Reference Documents By Reference
13. Disclosure of Commission
Position on Indemnification
for Securities Act
Liabilities *
_______________
* Omitted since answer to item is negative or inapplicable
Information contained herein is subject to completion or amendment. A
Registration Statement relating to these securities has been filed with
the Securities and Exchange Commission. These securities may not be
sold nor may offers to buy be accepted prior to the time the
Registration Statement becomes effective. This Prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of these securities in any State in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
State.
SUBJECT TO COMPLETION
Dated February 10, 1997
GRIFFON CORPORATION
226,413 Shares of Common Stock
$.25 par value
(including the associated Preferred Share Purchase Rights)
______________________________
The 226,413 shares of Common Stock, par value $.25 per share
(including the associated Preferred Share Purchase Rights, the
"Shares"), underlying a Common Stock Purchase Warrant of
Griffon Corporation (the "Company") covered by this Prospectus
are being offered for sale from time to time by or for the
account of Harvey R. Blau, the Chairman of the Board and Chief
Executive Officer of the Company, certain transferees thereof,
and any pledgees, transferees, donees or other successors in
interest thereof (the "Selling Securityholders"). The Shares
may be offered by the Selling Securityholders from time to time
in transactions on the New York Stock Exchange, in privately
negotiated transactions, or by a combination of such methods of
sale, at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling
Securityholders may effect such transactions by selling the
Shares to or through broker-dealers and such broker-dealers may
receive compensation in the form of discounts, concessions or
commissions from the Selling Securityholders or the purchaser
of the Shares for whom such broker-dealers may act as agent or
to whom they sell as principal or both (which compensation to a
particular broker-dealer might be in excess of customary
commissions). See "Selling Securityholders" and "Plan of
Distribution."
None of the proceeds from the sale of the Shares by the Selling
Securityholders will be received by the Company. The Company
will bear the expenses in connection with the offering,
including filing fees and the Company's legal fees, estimated
at $10,000.
The Company's Common Stock, $.25 par value (the "Common
Stock"), is traded on the New York Stock Exchange (NYSE Symbol:
GFF). On February 7, 1997, the last reported sale price of the
Common Stock as reported by the New York Stock Exchange was
$13.75 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is ___________, 1997
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange
Commission (the "Commission"), Washington, D.C., a Registration
Statement under the Securities Act of 1933, as amended (the
"Act"), with respect to the Common Stock offered hereby. This
Prospectus does not contain all the information set forth in
the Registration Statement and the exhibits relating thereto.
For further information with respect to the Company and the
shares of Common Stock offered by this Prospectus, reference is
made to such Registration Statement and the exhibits thereto.
Statements contained in this Prospectus as to the contents of
any contract or other document are not necessarily complete and
in each instance reference is made to the copy of such contract
or other document filed as an exhibit to the Registration
Statement for a full statement of the provisions thereof; each
such statement contained herein is qualified in its entirety by
such reference.
The Company is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and, in accordance therewith, files reports,
proxy statements and other information with the Commission.
Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities
maintained at the office of the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's Regional Offices at Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511 and 7 World Trade Center, New York, New York 10048.
Copies of such material can be obtained from the Public
Reference Section of the Commission, Washington, D.C. 20549, at
prescribed rates, and from the Securities and Exchange
Commission's Web site at the address http://www.sec.gov. In
addition, the Company's Common Stock is listed on the New York
Stock Exchange, and copies of the foregoing materials and other
information concerning the Company can be inspected at the
offices of the New York Stock Exchange at 20 Broad Street, New
York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the
Company with the Commission (File No. 1-6620) pursuant to the
Exchange Act, are incorporated by reference in this Prospectus
and shall be deemed to be a part hereof:
(1) The Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1996.
(2) The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended December 31, 1996.
(3) The Company's Proxy Statement dated December 20, 1996
for its 1997 annual meeting of stockholders.
(4) The Registration Statement on Form 8-A dated January
19, 1993 with respect to the Company's Common Stock
(File No. 1-6620), including any amendment or report
filed for the purpose of updating the description of
the Common Stock contained therein.
(5) The Registration Statement on Form 8-A dated May 16,
1996 with respect to the Company's Preferred Share
Purchase Rights.
All documents filed pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of this offering of Common Stock
shall be deemed to be incorporated by reference in this
Prospectus and to be part hereof from the date of filing of
such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this
Prospectus shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document that
also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to
whom a copy of this Prospectus is delivered, upon the written
or oral request of such person, a copy of any or all of the
documents incorporated by reference
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(except for exhibits thereto unless specifically incorporated
by reference therein). Requests for such copies should be
directed to the Secretary, Griffon Corporation, 100 Jericho
Quadrangle, Suite 224, Jericho, New York 11753, (516) 938-5544.
THE COMPANY
Griffon Corporation (the "Company") is a diversified
manufacturer with operations in three business segments:
Building Products, Specialty Plastic Films and Electronic
Information and Communication Systems.
In November 1996, the Company announced the sale of its
synthetic batting business and the decision to sell its
specialty hardware business. Accordingly, the operating
results of these businesses have been reclassified as
discontinued operations.
The principal executive offices of the Company are located
at 100 Jericho Quadrangle, Jericho, New York 11753 and its
telephone number is (516) 938-5544.
BUILDING PRODUCTS
Management believes that its wholly-owned subsidiary,
Clopay, is among the largest manufacturers of residential
garage doors in the United States. Clopay sells a broad line
of steel and wood garage doors for residential and commercial
use which are manufactured in stock sizes and styles as well as
special order to customer specifications.
Clopay's strategy is to produce a broad line of high
quality garage doors for distribution throughout North America
to professional installer, retail and wholesale channels.
Clopay has focused on increasing its market share by
introducing new products, expanding its distribution, sales and
marketing programs and through strategic acquisitions. In
October 1995 Clopay acquired the Atlas Roll-Lite Door
Corporation, a manufacturer of heavy duty rolling steel doors,
grilles and counter shutters for industrial and commercial
markets; sectional garage doors for residential applications;
and doors and components for the self-storage market. A
company involved in the installation of building products was
also acquired. These businesses have annual sales of
approximately $80,000,000.
Clopay sells residential garage doors to a large number of
retailers throughout North America, including home centers and
building material cooperative buying groups. Significant
customers include The Home Depot Inc., Menards, Inc., Lowe's
Companies, Inc., Builders Square, Inc. and 84 Lumber.
Residential and commercial garage doors and related products
for professional installation are sold directly to a national
network of installation specialists.
Clopay distributes garage doors directly from its
manufacturing facilities and through its network of 37
company-owned distribution centers throughout the United States
and Canada. Under Clopay's "installed sales" program,
consumers purchase garage doors through local retailers and
Clopay manages the installation through authorized installing
dealers.
Clopay continues to make substantial capital investments
in its manufacturing facilities and believes that its automated
continuous production plants enable it to produce garage doors
cost effectively. Steel garage doors, including insulated
doors, are fabricated from pre-painted, galvanized steel,
specially selected for rust resistance and low maintenance.
Wood garage doors are produced from kiln dried lumber and are
constructed for ease of operation and durability. The lumber
and steel used in the manufacturing operations are generally
available from a variety of sources. All products are designed
for safe operation and easy specification by architects and
contractors.
The garage door market is characterized by several large
national manufacturers, including Clopay, and many smaller
regional and local manufacturers. In addition to price, Clopay
believes that it competes favorably on the basis of diversity
of product line, quality, service and merchandising capability.
-3-
Clopay also operates a service company that installs and
services manufactured fireplaces, garage doors and openers and
a range of related products. This part of Clopay's business
grew substantially in 1996 through internal growth and
acquisitions, while expanding into new markets. Management
believes that the service business is one of the country's
leading fireplace dealers.
SPECIALTY PLASTIC FILMS
Clopay is a leading manufacturer of customized plastic
film and laminates made from plastic resin and non-woven
fabrics for use in consumer and health-care products. Clopay's
strategy is to offer technologically advanced products for use
in niche markets to major consumer and health-care product
companies. Clopay believes that its research and development
activities and capital investment in related equipment enable
it to efficiently manufacture products in large volume and meet
changing consumer needs. These factors, together with its
technical expertise, allow Clopay to compete favorably in its
markets. Clopay sells its products primarily throughout the
United States with sales also in Canada, Latin America and the
Pacific Rim. Clopay has formed a 60%-owned joint venture,
headquartered in Germany, to develop and market laminates and
films for use in the infant diaper, health-care and other
markets in Europe, South Africa and the Middle East. The joint
venture is constructing and will operate a manufacturing
facility in Germany, the cost of which is expected to be
approximately $12,000,000, of which $3,400,000 has been
incurred as of December 31, 1996. The investment in the joint
venture to fund Clopay's share of the initial construction and
equipment costs will be made during the first half of 1997.
Clopay manufactures thin gauge embossed barrier and
breathable films and coated laminates of plastic film and
non-woven fabric to customer specifications for sale to
consumer product and other companies. These products are used
primarily as the backsheet in disposable diapers as well as the
moisture barrier in adult incontinent products and sanitary
napkins. These products are differentiated by strength,
barrier and other properties. A substantial portion of the
specialty plastic film sales over the last five years have been
to The Procter & Gamble Company. The loss of this customer
would have a material adverse effect on the Company's business.
Clopay also manufactures plastic films and laminates for a
wide variety of disposable health-care products including
surgical drapes, patient care underpads and medical garments.
These plastic products are also sold for use in garments worn
by workers in hazardous industrial environments.
Clopay manufactures these products on high speed equipment
to meet stringent tolerances. The manufacturing process
consists of melting a mixture of plastic resins (primarily
polyolefins) and additives, and forcing this mixture through a
computer controlled die and rollers to produce embossed films.
In addition, the process can involve extruding the melted
plastic film directly onto a non-woven fabric to form a
laminate. Certain products involve further processes such as a
secondary lamination of the film to a non-woven material.
Through statistical process control methods, Clopay personnel
monitor and control the entire production process. The plastic
resins used in Clopay's products are commodities generally
available from several sources.
Clopay is engaged in several joint efforts with the
research and development departments of its major specialty
plastic film customers. Clopay employs chemists, scientists
and engineers at a technical center to study polymers and
manufacturing processes that will assist in the development of
its specialty plastic film products. Clopay's research and
development efforts have resulted in inventions covering
embossing patterns, improved processing methods, product
applications and other proprietary technology. Clopay's
research and development costs for this business amounted to
approximately $1,700,000, $1,800,000 and $1,800,000 in 1994,
1995 and 1996, respectively.
ELECTRONIC INFORMATION AND COMMUNICATION SYSTEMS
The Company's wholly-owned subsidiary, Telephonics, is an
electronics systems company specializing in advanced
information and communications systems for government,
aerospace, civil, industrial and commercial markets. In recent
years, Telephonics has expanded its customer base with
increasing emphasis in non-military markets. These efforts
have resulted in a series of new contract awards in the transit
industry as well as international air traffic control projects.
-4-
Telephonics designs, manufactures and logistically
supports maritime surveillance radars, air traffic control
systems, advanced military communication systems, IFF
equipment, transit communication systems, command and control
systems, VLSI/LSI circuits, microwave landing systems and
avionics for commercial airlines. A substantial portion of
Telephonics' sales (approximately 56% for 1996) were to
agencies of the U.S. Government or to prime contractors or
subcontractors on government, military or aerospace programs.
Telephonics participates in approximately 40 government,
aerospace and commercial programs. Approximately 65% of
Telephonics' sales for 1996 were attributable to upgrades,
enhancements and follow-on options to existing long-term
products and programs.
Telephonics also designs and produces custom large-scale
integrated circuits, which replace conventional circuits and
components with a single microchip. Telephonics provides
microchips to manufacturers of complex control circuitry for
telecommunications signal processing equipment, security
systems, home appliances, automated hand tools, military
airborne interior communication systems, and fast down windows,
fuel monitoring and air bag sensors for automobiles.
Telephonics also provides specialized design services which
supplement customers' in-house capabilities. Telephonics also
produces a wide variety of microwave components and test
instruments.
Headsets, microphones, earphones and cables manufactured
by Telephonics are used in military and commercial aircraft and
ground vehicles, especially in high noise environments.
Telephonics' other commercial projects include contracts
with Kawasaki, ABB Traction, Long Island Rail Road and other
rail suppliers under which Telephonics produces communication
equipment which provides passenger and crew interior
communications among train cars, radio communications between
the train and the central control facility, automated voice
announcement, passenger information signage and vehicle
performance monitoring systems. Telephonics is under contract
with McDonnell Douglas to produce passenger and cabin address
intercom systems for the MD-80 and MD-95 aircraft.
Government programs in which Telephonics is involved
frequently provide for purchases under a series of
independently priced contracts, each calling for delivery of a
lot, consisting of a portion of the units in the overall
program. Each contract is treated separately and there is no
requirement that upon delivery of the lot which is the subject
of one contract, the government must contract to purchase, or
the supplier must contract to sell, additional lots.
In accordance with Department of Defense and NASA
procedures, all contracts involving government programs permit
the government to terminate the contract at any time, at its
convenience, without cause. In the event of such termination,
Telephonics is entitled to reimbursement for its costs and to
receive a proportionate share of its profits, if any, on the
work performed prior to termination.
Telephonics' staff of approximately 250 engineers and
marketing personnel, many of whom have technical backgrounds,
advise government and commercial planning and design personnel
in an attempt to include Telephonics' products in their
programs.
Telephonics competes on the basis of technology, design,
price and performance. The products sold by Telephonics
utilize technologies which are constantly changing.
Telephonics' expertise in these technologies enables it to
compete with several major manufacturers of electronic
information and communications systems which have greater
financial resources than Telephonics. Telephonics also
competes with several smaller manufacturers of similar
products.
A major part of Telephonics' product development is
performed under government contracts under which such costs are
generally recoverable. Research and development costs not
recoverable under contractual arrangements are charged to
expense as incurred. These costs were approximately
$1,400,000, $1,600,000 and $2,200,000 for 1994, 1995 and 1996,
respectively.
-5-
EMPLOYEES
The Company has approximately 3,600 employees located
throughout the United States and in Canada at its various
plants, warehouses and offices. Approximately 100 of its
employees are covered by collective bargaining agreements,
primarily with affiliates of the AFL-CIO. The Company believes
its relationships with employees are satisfactory.
SELECTED FINANCIAL DATA
(in thousands, except per share data)
Three Months Ended
December 31, Years Ended September 30,
1996 1995 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ---- ----
Net sales $181,744 $153,363 $655,063 $506,116 $451,166 $401,757 $361,931
======== ======== ======== ======== ======== ======== ========
Income from
continuing
operations $7,520 $5,832 $ 28,067 $ 23,245 $ 29,394 $ 26,340 $ 21,189
====== ====== ======== ======== ======== ======== ========
Per share $.24 $.18 $.88 $.69 $.79 $.69 $.58
==== ==== ==== ==== ==== ==== ====
Total assets $313,878 $318,725 $311,169 $285,616 $293,215 $270,270 $246,750
======== ======== ======== ======== ======== ======== ========
Long-term
obligations $37,419 $33,225 $ 32,458 $ 16,074 $ 15,538 $ 26,147 $ 28,406
======= ======= ======== ======== ======== ======== ========
No dividends on Common Stock were declared or paid during the five
years ended September 30, 1996 or the three months ended December 31,
1996.
RECENT DEVELOPMENTS
On February 6, 1997, the Company announced that it
called for redemption all outstanding shares of its Second
Preferred Stock, Series I (the "Second Preferred Stock"). Each
share of Second Preferred Stock is redeemable at $10.17, which
includes accrued and unpaid dividends to March 10, 1997, the
date of redemption, and is convertible at the option of the
holder into one share of Common Stock. There were 1,569,594
shares of Second Preferred Stock outstanding as of January 31,
1997.
USE OF PROCEEDS
The Company will not receive any proceeds from this
offering.
SELLING SECURITYHOLDERS
The Shares being offered by this Prospectus are for the
account of Mr. Harvey R. Blau and any pledgees, transferees,
donees or other successors in interest thereto. Prior to the
sale of the Shares covered by this Prospectus, Mr. Blau
beneficially owned 1,695,568 shares of the Common Stock,
including 226,413 Shares covered hereby and options exercisable
within 60 days for 1,090,000 shares of Common Stock under the
Company's stock option plans, or 5.6% of the outstanding shares
of Common Stock. After giving effect to the sale of the Shares
covered by this Prospectus, Mr. Blau would beneficially own
1,469,155 shares of the Common Stock or 4.8% of the outstanding
shares of the Common Stock.
Mr. Blau is the Chairman of the Board and Chief Executive
Officer of the Company. All expenses in connection with the
registration of the Shares being offered by the Selling
Securityholders will be borne by the Company, other than
brokerage fees or commissions, which shall be borne by the
Selling Securityholders.
PLAN OF DISTRIBUTION
The Common Stock is traded on the New York Stock Exchange
under the symbol GFF. The Shares may be sold from time to time
directly by the Selling Securityholders. Alternatively, the
Selling Securityholders may
-6-
from time to time offer such securities through underwriters,
dealers or agents. The distribution of securities by the
Selling Securityholders may be effected in one or more
transactions that may take place on the New York Stock
Exchange, including ordinary broker's transactions, privately-
negotiated transactions or through sales to one or more broker-
dealers for resale of such Shares as principals, at market
prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. Usual
and customary or specifically negotiated brokerage fees or
commissions may be paid by the Selling Securityholders in
connection with such sales of securities.
The 226,413 Shares covered by this prospectus are
currently reserved for issuance by the Company upon the
exercise of a warrant (the "Warrant") held by Mr. Blau. If Mr.
Blau exercises the Warrant in whole or in part, the Shares so
purchased may be sold by Mr. Blau pursuant to this prospectus.
In addition, Mr. Blau may sell or otherwise dispose of the
Warrant in one or more transactions exempt from the
registration requirements of the Act, in which case the
transferee of the Warrant will be entitled to make sales
pursuant to this prospectus of any Shares obtained upon
exercise of the Warrant. The Company will use its best efforts
to maintain the effectiveness of the registration statement of
which this prospectus is a part for a period of 180 days
following the sale by Mr. Blau of all or any portion of the
Warrant, or, if a shorter period, until all Shares that may be
sold hereunder have been sold.
At the time a particular offer of securities is made by or
on behalf of the Selling Securityholders, to the extent
required, a prospectus will be distributed which will set forth
the number of Shares being offered and the terms of the
offering, including the name or names of any underwriters,
dealers or agents, if any, the purchase price paid by any
underwriter for shares purchased from the Selling
Securityholders and any discounts, commissions or concessions
allowed or reallowed or paid to dealers, and the proposed
selling price to the public. The Company will indemnify the
Selling Securityholders and certain persons who may be deemed
to be underwriters in connection with the sale of Shares
pursuant to this prospectus against certain liabilities,
including liabilities under the Act.
LEGAL MATTERS
Certain legal matters in connection with this offering
will be passed upon for the Company by Wachtell, Lipton, Rosen
& Katz, New York, New York.
EXPERTS
The financial statements and schedules incorporated by
reference in this Registration Statement have been audited by
Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as
experts in giving said reports.
-7-
NO DEALER, SALESPERSON, OR OTHER
PERSON HAS BEEN AUTHORIZED BY THE
COMPANY TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS
OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR GRIFFON CORPORATION
MADE, SUCH OTHER INFORMATION OR
REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN SO
AUTHORIZED BY THE COMPANY. THIS 226,413 Shares of
PROSPECTUS DOES NOT CONSTITUTE Common Stock
AN OFFER TO SELL, OR A SOLICITA-
TION OF AN OFFER TO BUY, ANY
SECURITIES OTHER THAN THE SECURI-
TIES TO WHICH IT RELATES, OR AN PROSPECTUS
OFFER TO OR SOLICITATION OF ANY
PERSON IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION
WOULD BE UNLAWFUL. NEITHER DE-
LIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION
HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.
TABLE OF CONTENTS
Page
Available Information........ 2
Incorporation of Certain
Documents by Reference..... 2
The Company.................. 3
Selected Financial Data...... 6
Recent Developments.......... 6 ____________, 1997
Use of Proceeds.............. 6
Selling Securityholders...... 6
Plan of Distribution......... 6
Legal Matters................ 7
Experts...................... 7
-8-
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission
Filing Fee........................... $ 931
Legal Fees................................. 9,000
-----
Total................................ $9,931
======
The Company will pay all of these expenses.
Item 15. Indemnification of Directors and Officers
Under provisions of the Certificate of Incorporation and
By-Laws of the Company, each person who is or was a director or
officer of the Company may be indemnified by the Company to the
full extent permitted or authorized by the General Corporation
Law of Delaware.
Under such law, to the extent that such person is
successful on the merits of defense of a suit or proceeding
brought against him by reason of the fact that he is a director
or officer of the Company, he shall be indemnified against
expenses (including attorneys' fees) reasonably incurred in
connection with such action.
If unsuccessful in defense of a third-party civil suit or
if a criminal suit is settled, such a person may be indemnified
under such law against both (1) expenses (including attorneys'
fees) and (2) judgements, fines and amounts paid in settlement
if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action, had no
reasonable cause to believe his conduct was unlawful.
If unsuccessful in defense of a suit brought by or in the
right of the Company, or if such suit is settled, such a person
may be indemnified under such law only against expenses
(including attorneys' fees) incurred in the defense or
settlement of such suit if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the
best interests of the Company except that if such a person is
adjudged to be liable in such suit for negligence or misconduct
in the performance of his duty to the Company, he cannot be
made whole even for expenses unless the court determines that
he is fairly and reasonably entitled to indemnity for such
expenses.
The Company and its officers and directors are covered by
officers and directors liability insurance. The policy
coverage is $30,000,000, which includes reimbursement for costs
and fees. There is a maximum deductible under the policy of
$100,000 for each claim. The Company has entered into
Indemnification Agreements with certain of its officers and
directors. The Agreements provide for reimbursement for all
direct and indirect costs of any type or nature whatsoever
(including attorneys' fees and related disbursements) actually
and reasonably incurred in connection with either the
investigation, defense or appeal of a Proceeding, as defined,
including amounts paid in settlement by or on behalf of an
Indemnitee.
II-1
Item 16. Exhibits
4 Form of Warrant Certificate dated May 8, 1991
between the Company and Mr. Harvey R. Blau
5 Opinion of Wachtell, Lipton, Rosen & Katz
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Wachtell, Lipton, Rosen & Katz
(included in Exhibit 5 hereof)
24 Powers of Attorney (included in the signature
pages hereof)
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, as amended (the "Act"), each filing of the
registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising
under the Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
(c) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or
sales are being made, a post-effective amendment
to this registration statement to include any
material information with respect to the plan of
distribution not previously disclosed in the
registration statement or any material change to
such information in the registration statement;
(2) that, for the purpose of determining any
liability under the Act, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the
securities offered therein, and the offering of
such securities at that time shall be deemed to
be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the
termination of the offering.
II-2
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 requirements for filing on Form S-3 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Jericho,
New York on the 10th day of February, 1997.
GRIFFON CORPORATION
By:/s/ Robert Balemian
Robert Balemian
President and Director
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed
on February 10, 1997 by the following persons in the capacities
indicated. Each person whose signature appears below
constitutes and appoints Harvey R. Blau and Robert Balemian,
and each of them acting individually, with full power of
substitution, our true and lawful attorneys-in-fact and agents
to do any and all acts and things in our name and on our behalf
in our capacities indicated below which they or either of them
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 us or any of us in our names in the
capacities stated below, any and all amendments (including
post-effective amendments) thereto, granting unto said
attorneys-in-fact and agents 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 we might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or
his substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
Signature Title
/s/ Harvey R. Blau Chairman of the Board
Harvey R. Blau (Principal Executive Officer)
/s/ Robert Balemian President and Director
Robert Balemian (Principal Financial Officer)
/s/ Patrick Alesia Vice President and Treasurer
Patrick Alesia (Principal Accounting Officer)
/s/ Henry A. Alpert Director
Henry A. Alpert
/s/ Bertrand M. Bell Director
Bertrand M. Bell
/s/ Robert Bradley Director
Robert Bradley
/s/ Abraham M. Buchman Director
Abraham M. Buchman
II-3
/s/ Clarence A. Hill, Jr. Director
Clarence A. Hill, Jr.
/s/ Ronald J. Kramer Director
Ronald J. Kramer
/s/ James W. Stansberry Director
James W. Stansberry
/s/ Martin S. Sussman Director
Martin S. Sussman
/s/ William H. Waldorf Director
William H. Waldorf
/s/ Lester L. Wolff Director
Lester L. Wolff
II-4
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
_______________
EXHIBITS
TO
FORM S-3
REGISTRATION STATEMENT
_______________
GRIFFON CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
EXHIBIT 4
THESE SECURITIES MAY NOT BE PUBLICLY OFFERED OR SOLD UNLESS AT
THE TIME OF SUCH OFFER OR SALE, THE PERSON MAKING SUCH OFFER OF
SALE DELIVERS A PROSPECTUS MEETING THE REQUIREMENTS OF THE
SECURITIES ACT OF 1933 FORMING A PART OF A REGISTRATION
STATEMENT, OR POST-EFFECTIVE AMENDMENT THERETO, WHICH IS
EFFECTIVE UNDER SAID ACT, OR UNLESS IN THE OPINION OF COUNSEL
TO THE CORPORATION, SUCH OFFER AND SALE IS EXEMPT FROM THE
PROVISIONS OF SECTION 5 OF SAID ACT.
W A R R A N T
- - - - - - -
FOR THE PURCHASE OF COMMON STOCK, PAR VALUE $.25 PER SHARE OF
INSTRUMENT SYSTEMS CORPORATION
(INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE)
VOID AFTER 5 P.M. MARCH 1, 1998
NO. 06 WARRANT TO PURCHASE
226,413 SHARES
THIS IS TO CERTIFY that, for value received, HARVEY R.
BLAU is entitled, subject to the terms and conditions set forth,
at or before 5 P.M., New York City Time, on March 1, 1998, but
not thereafter, to purchase the number of shares set forth above
of Common Stock, par value $.25 per share (the "Common Stock"),
of INSTRUMENT SYSTEMS CORPORATION, a Delaware corporation (the
"Corporation"), from the Corporation at a purchase price per
share of $2.65 per share if and to the extent this Warrant is
exercised, in whole or in part, during the period this Warrant
remains in force, subject in all cases to adjustment as provided
in Section 3 hereof, and to receive a certificate or certificates
representing the shares of Common Stock so purchased, upon
presentation and surrender to the Corporation of this Warrant,
with the form of subscription attached hereto duly executed, and
accompanied by payment of the purchase price of each share
purchased either in cash or by certified or bank cashier's check
payable to the order of the Corporation. This Warrant is one of
a class of warrants initially exercisable for the purchase of
283,018 shares of Common Stock.
1. The Corporation covenants and agrees that all
shares may be delivered upon the exercise of this Warrant and
will, upon delivery, be fully paid and non-assessable, and,
without limiting the generality of the foregoing, the Corporation
covenants and agrees that it will from time to time take all such
action as may be requisite to assure that the par value per share
of the Common Stock is at all times equal to or less than the
then current Warrant purchase price per share of the Common Stock
issuable upon exercise of this Warrant.
2. The rights represented by this Warrant are
exercisable at the option of the holder hereof in whole at any
time, or in part from time to time, within the period above
specified at the prices specified in Section 1 hereof. In case
of the purchase of less than all the shares as to which this
Warrant is exercisable, the Corporation shall cancel this Warrant
upon the surrender hereof and shall execute and deliver a new
Warrant of like tenor for the balance of the shares purchasable
hereunder.
3. The price per share at which shares of Common
Stock may be purchased hereunder, and the number of such shares
to be purchased upon exercise hereof, are subject to change or
adjustment as follows:
(A) In case the Corporation shall, while
this Warrant remains unexercised, in whole or in part,
and in force, effect a recapitalization of such
character that the shares of Common Stock purchasable
hereunder shall be changed into or become exchangeable
for a larger or smaller number of shares, then, after
the date of record for effecting such recapitalization,
the number of shares of Common Stock which the holder
hereof shall be entitled to purchase hereunder shall be
increased or decreased, as the case may be, in direct
proportion to the increase or decrease in the number of
shares of Common Stock by reason of such
recapitalization, and the purchase price hereunder per
share of such recapitalized Common Stock shall, in the
case of an increase in the number of such shares, be
proportionately reduced, and in the case of a decrease
in the number of such shares, shall be proportionately
increased. For the purpose of this subsection (A), a
stock dividend, stock split-up or reverse stock split
shall be considered as a recapitalization and as an
exchange for a larger or smaller number of shares, as
the case may be.
(B) In the case of any consolidation of the
Corporation with, or merger of the Corporation into,
any other corporation, or in case of any sale or
conveyance of all or substantially all of the assets of
the Corporation in connection with a plan of complete
liquidation of the Corporation, then, as a condition of
such consolidation, merger or sale or conveyance,
adequate provision shall be made whereby the holder
hereof shall thereafter have the right to purchase and
receive, upon the basis and upon the terms and
conditions specified in this Warrant and in lieu of
-2-
shares of Common Stock immediately theretofore
purchasable and receivable upon the exercise of the
rights represented hereby, such shares of stock or
securities as may be issued in connection with such
consolidation, merger or sale or conveyance with
respect to or in exchange for the number of outstanding
shares of Common Stock immediately therefore
purchasable and receivable upon the exercise of the
rights represented hereby had such consolidation,
merger or sale or conveyance not taken place, and in
any such case appropriate provision shall be made with
respect to the rights and interests of the holder of
this Warrant to the end that the provisions hereof
shall be applicable as nearly as may be in relation to
any shares of stock or securities thereafter
deliverable upon the exercise hereof.
(C) In case the Corporation shall, while
this Warrant remains unexercised, in whole or in part,
and in force, issue (otherwise than by stock dividend
or stock split-up or reverse split) or sell shares of
its Common Stock (hereinafter referred to as
"Additional Shares") for a consideration per share
(before deduction of expenses or commissions or
underwriting discounts or allowances in connection
therewith) less than the purchase price hereunder per
share, then, after the date of such issuance or sale,
the purchase price hereunder per share shall be reduced
to a price determined by dividing (1) an amount equal
to (a) the total number of shares of Common Stock
outstanding immediately prior to the time of such
issuance or sale multiplied by such purchase price
hereunder per share, plus (b) the consideration (before
deduction of expenses or commissions or underwriting
discounts or allowances in connection therewith), if
any, received by the Corporation upon such issuance or
sale, by (2) the total number of shares of Common Stock
outstanding after the date of the issuance or sale of
such Additional Shares, and the number of shares of
Common Stock which the holder hereof shall be entitled
to purchase hereunder at each such adjusted purchase
price per share, at the time such adjusted purchase
price per shall be in effect, shall be the number of
whole shares of Common Stock obtained by multiplying
such purchase price hereunder per share before such
adjustment, by the number of shares of Common Stock
purchasable upon the exercise of this Warrant
immediately before such adjustment, and dividing the
product so obtained by such adjusted purchase price per
share; provided, however, that no such adjustment of
the purchase price hereunder per share or the number of
shares for which this Warrant may be exercised shall be
made upon the issuance or sale by the Corporation of
Additional Shares reserved for issuance upon exercise
-3-
of outstanding Stock Options, and of Additional Shares
reserved for issuance upon exercise of outstanding
stock under the Corporation's Restricted Management
Stock Bonus Plan.
(D) In case the Corporation shall, while
this Warrant remains unexercised in whole or in part,
and in force, issue or grant any rights to subscribe
for or to purchase, or any option (other than the
employee stock options referred to in subsection (C)
above) for the purchase of (i) Common Stock or (ii) any
indebtedness or shares of stock convertible into or
exchangeable for Common Stock (indebtedness or shares
of stock convertible into or exchangeable for Common
Stock being hereinafter referred to as "Convertible
Securities"), or issue or sell Convertible Securities
and the price per share for which Common Stock is
issuable upon the exercise of such rights or options or
upon conversion or exchange of such Convertible
Securities at the time such Convertible Securities
first become convertible or exchangeable (determined by
dividing (1) in the case of an issuance or grant of any
such rights or options, the total amount, if any,
received or receivable by the Corporation as
consideration for the issuance or grant of such rights
or options, plus the minimum aggregate amount of
additional consideration payable to the Corporation
upon exercise of such rights or options, plus, in the
case of such Convertible Securities, in the minimum
aggregate amount of additional consideration, if any,
payable to the Corporation upon the conversion or
exchange of such Convertible Securities at the time
such Convertible Securities first become convertible or
exchangeable, or (2) in the case of an issuance or sale
of Convertible Securities other than where the same or
issuable upon the exercise of any such rights or
options, the total amount, if any, received or
receivable by the Corporation as consideration for the
issuance or sale of such Convertible Securities, plus
the minimum aggregate amount of additional
consideration, if any, payable to the Corporation upon
the conversion or exchange of such Convertible
Securities at the time such Convertible Securities
first become convertible or exchangeable, by, in either
such case, (3) the total maximum number of shares of
Common Stock issuable upon the exercise of such rights
or options or upon the conversion or exchange of such
Convertible Securities at the time such Convertible
Securities first become convertible or exchangeable)
shall be less than the two purchase prices hereunder
per share, then the total maximum number of shares of
Common Stock issuable upon the exercise of such rights
or options or upon conversion or exchange of the total
maximum amount of such Convertible Securities at the
-4-
time such Convertible Securities first become
convertible or exchangeable, shall (as of the date of
the issuance or grant of such rights or options or, in
the case of the issuance or sale of Convertible
Securities other than where the same are issuable upon
the exercise of rights or options, as of the date of
such issuance or sale) be deemed to be outstanding and
to have been issued for said price per share; provided
that (i) no further adjustment of the purchase price
shall be made upon the actual issuance of such Common
Stock upon the exercise of such rights or options or
upon the conversion or exchange of such Convertible
Securities or upon the actual issuance of Convertible
Securities where the same are issuable upon the
exercise of such rights or options, and (ii) rights or
options issued or granted pro rata to shareholders
without consideration and Convertible Securities
issuable by way of dividend or other distribution to
shareholders shall be deemed to have been issued or
granted at the close of business on the date fixed for
the determination of shareholders entitled to such
rights, options or Convertible Securities and shall be
deemed to have been issued without consideration; and
(iii) if, in any case, the total maximum number of
shares of Common Stock issued upon exercise of such
rights or options or upon conversion or exchange of
such Convertible Securities is not, in fact, issued and
the right to exercise such right or option or to
convert or exchange such Convertible Securities shall
have expired or terminated, then, and in any such
event, the purchase price, as adjusted, shall be
appropriately readjusted at the time of such expiration
or termination. In such case, each purchase price
hereunder per share which is greater than the price per
share for which Common Stock is issuable upon
conversion or exchange of such rights or options or
upon conversion or exchange of such Convertible
Securities at the time such Convertible Securities
first become convertible or exchangeable, as determined
above in this subsection (D), shall thereupon be
reduced to a price determined by dividing (1) an amount
equal to (a) the total number of shares of Common Stock
outstanding immediately prior to the time of the
issuance or grant of such rights or options or the
issuance or sale of such Convertible Securities
multiplied by such purchase price hereunder per share,
plus (b) the total amount, if any, received or
receivable by the Corporation as consideration for such
issuance or grant or such issuance or sale, plus the
additional amounts referred to and more fully set forth
in clauses (1) and (2) of the parenthetical material
above in this subsection (D), whichever clause and
whichever additional amounts may be applicable, by (2)
the total number of shares of Common Stock outstanding
-5-
after the date of such issuance or grant or such
issuance or sale, and the number of shares of Common
Stock which the holder hereof shall be entitled to
purchase hereunder at such adjusted purchase price per
share, at the time such adjusted purchase price per
shall be in effect, shall be the number of whole shares
of Common Stock obtained by multiplying such purchase
price hereunder, per share, before such adjustment, by
the number of shares of Common Stock purchasable upon
the exercise of this Warrant immediately before such
adjustment and dividing the product so obtained by such
adjusted purchase price per share.
(E) For the purpose of subsections (C) and
(D) above, in case the Corporation shall issue or sell
Additional Shares, issue or grant any rights to
subscribe for or to purchase, or any options for the
purchase of (i) Common Stock or (ii) Convertible
Securities, or issue or sell Convertible Securities for
a consideration part of which shall be other than cash,
the amount of the consideration received by the
Corporation therefor shall be deemed to be the cash
proceeds, if any, received by the Corporation plus the
fair value of the consideration other than cash as
determined by the Board of Directors of the Corporation
in good faith, before deduction of commissions,
underwriting discounts or allowances or other expenses
paid or incurred by the Corporation for any
underwriting of, or otherwise in connection with, such
issuance, grant or sale.
(F) Subject to the provisions of subsection
(G) below, in case the Corporation shall, while this
Warrant remains unexercised, in whole or in part, and
in force, make any distribution of its assets to
holders of Common Stock as a partial liquidating
dividend, by way of return of capital or otherwise,
then, after the date of record for determining
shareholders entitled to such distribution, the holder
hereof shall be entitled, upon exercise of this Warrant
and purchase of any or all of the shares of Common
Stock subject hereto, to receive the amount of such
assets (or at the option of the Corporation, a sum
equal to the value thereof at the time of such
distribution to holders of Common Stock as such value
is determined by the Board of Directors of the
Corporation in good faith) which would have been
payable to such holder had he been the holder of record
of such shares of Common Stock on the record date for
the determination of shareholders entitled to such
distribution.
(G) Except as otherwise provided in
subsection (B) above, in the case of any sales or
-6-
conveyance of all or substantially all of the assets of
the Corporation in connection with a plan of complete
liquidation of the Corporation, in the case of the
dissolution, liquidation or winding up of the
Corporation, all rights under this Warrant shall
terminate on a date fixed by the Corporation, such date
so fixed to be not earlier than the date of the
commencement of the proceedings for such dissolution,
liquidation or winding-up and not later than thirty
(30) days after such commencement date. Notice of such
termination of purchase rights shall be given to the
registered holder hereof, as the same shall appear on
the books of the Corporation, at least thirty (30) days
prior to such termination date.
(H) In case the Corporation shall, while this
Warrant remains unexercised in whole or in part, and in
force, offer to the holders of Common Stock any rights
to subscribe for additional shares of stock of the
Corporation, then the Corporation shall given written
notice thereof to the registered holder hereof not less
than thirty (30) days prior to the date on which the
books of the Corporation are closed or a record date
fixed for the determination of shareholders entitled to
such subscription rights. Such notice shall specify
the date as to which the books shall be closed or the
record date fixed with respect to such offer or
subscription, and the right of the holder hereof to
participate in such offer or subscription shall
terminate if this Warrant shall not be exercised on or
before the date of such closing of the books or such
record date.
(I) Any adjustment pursuant to the foregoing
provisions shall be made on the basis of the number of
shares of Common Stock which the holder hereof would
have been entitled to acquire by exercise of this
Warrant immediately prior to the event giving rise to
such adjustment and, as to the purchase price hereunder
per share, whether or not in effect immediately prior
to the time of such adjustment, on the basis of such
purchase price immediately prior to the event giving
rise to such adjustment. Whenever any such adjustment
is required to be made, the Corporation shall forthwith
determine the new number of shares of Common Stock
which the holder shall be entitled to purchase
hereunder and/or such new purchase price per share, and
shall prepare, retain on file and transmit to the
holder hereof within ten (10) days after such
preparation a statement describing in reasonable detail
the method used in calculating such adjustment(s).
(J) For the purposes of this Section 3, the
term "Common Stock" shall include all shares of
-7-
capital stock authorized by the Corporation's
Certificate of Incorporation, as from time to time
amended, which are not limited to a fixed sum or
percentage of par value in respect of the right of the
holders thereof to participate in dividends or in the
distribution of assets upon the voluntary or
involuntary liquidation, dissolution or winding-up of
the Corporation.
(K) Whenever the price per share hereunder,
initial or adjusted, and the number of shares of Common
Stock to be purchased upon exercise hereof, initial or
adjusted, shall be changed or adjusted pursuant to the
provisions of this Section 3, the Corporation shall
forthwith cause written notice setting forth the
changed or adjusted price per share hereunder and
number of shares to be purchased upon exercise hereof
to be given to the holder of this Warrant.
4. (A) The Corporation agrees prior to December
31, 1995 to file a Registration Statement on the appropriate form
(the "Registration Statement") with the Securities and Exchange
Commission in accordance with the Securities Act of 1933, as
amended (the "Act"), and hereby agrees to include in the
Registration Statement among the securities to be registered the
Warrants, and the shares of Common Stock into which the Warrants
are exercisable, at the Corporation's sole cost and expense.
(B) The Corporation agrees that so long as
the holder hereof owns any of the Warrants or any shares of
Common Stock issued upon the exercise thereof, at the written
request of the holder hereof made at any time, it will prepare
and file with the Securities and Exchange Commission a post-
effective amendment to the Registration Statement or a new
registration statement with respect to a then proposed public
offering by the holder hereof of the Warrants or shares of Common
Stock issued or issuable upon exercise thereof, all of the
expenses of preparation and filing of such post-effective
amendment or new registration statement, including legal,
accounting, printing, blue sky and other fees and expenses, to be
borne by the Corporation.
(C) The Corporation agrees that at any
time the Corporation contemplates filing under the Act an
amendment to the Registration Statement or a new registration
statement, it shall notify the holder hereof in writing at least
thirty (30) days prior to the filing of such amended or new
registration statement of its intention to do so, and in such
case the holder hereof shall have the right, upon written notice
delivered to the Corporation within twenty (20) days after
receipt of notice from the Corporation, to require that such
Warrants and such shares of Common Stock be included in such
amended or new registration statement. In the event that the
-8-
holder hereof elects to so include such Warrants or such shares
of Common Stock, the Corporation shall pay all of the expenses of
preparation and filing of such new registration statement,
including legal, accounting, printing, blue sky and other fees
and expenses.
(D) The Corporation agrees to use it best efforts
to cause any such post-effective amendment to the Registration
Statement or such new registration statement to become effective
as promptly as possible. The Corporation agrees to file such
post-effective amendment or amendments to any post-effective
amendment or new registration statement or supplements to any
prospectus contained therein as may be required so that there
will continuously be available (for so long a period of time as
such prospectus may be used under the Act or otherwise as may be
determined by the Securities and Exchange Commission) a
prospectus meeting the requirements of the Act. The Corporation
agrees to provide a reasonable number of copies of any
preliminary or final prospectus forming a part of such post-
effective amendment or new registration statement, and the
Corporation shall comply with the blue sky laws of such states as
may be requested by the holder of the Warrants or shares of
Common Stock issued upon exercise hereof; provided, however, that
the Corporation shall not be obligated to file any general
consent to service of process or to qualify as a foreign
corporation under the laws of any such state. Such provision and
such compliance shall be at the expense of the Corporation. The
Corporation agrees to indemnify the holder of the Warrants and
shares of Common Stock issued upon exercise hereof to the usual
extent in connection with liabilities and expenses arising out of
material misrepresentations or omissions in such post-effective
amendment or new registration statement against the
indemnification of the Corporation by the holder of the Warrants
and shares of Common Stock issued upon exercise hereof to the
usual extent.
(E) The holder hereof agrees that the Warrants
and shares of Common Stock will not be offered or sold (1) unless
at the time of such offer or sale, there is delivered a
prospectus meeting the requirements of the Securities Act of
1933, as amended, forming a part of an applicable post-effective
amendment to the Registration Statement, or forming a part of a
new registration statement with respect to such offer and sale,
or (2) unless in the opinion of counsel to the Corporation
satisfactory to the holder hereof, such offer and sale is exempt
from the provisions of Section 5 of the Act. In connection with
the preparation of any post-effective amendment to the
Registration Statement or any new registration statement, the
holder hereof agrees to furnish the Corporation with information,
in writing, concerning the terms of the proposed offer.
5. The Corporation agrees at all times to reserve or
hold available a sufficient number of shares of Common Stock
-9-
to cover the number of shares issuable upon the exercise of this
and all other Warrants of the same class.
6. This Warrant shall not entitle the holder hereof
to any voting rights or other rights as a shareholder of the
Corporation, or to any other rights whatsoever except the rights
herein expressed, and no dividends shall be payable or accrue in
respect of this Warrant or the interest represented hereby or the
shares purchasable hereunder until or unless, and except to the
extent that, this Warrant shall be exercised.
7. This Warrant is exchangeable upon the surrender
hereof by the holder hereof to the Corporation for new Warrants
of like tenor representing in the aggregate the right to purchase
the number of shares purchasable hereunder, each of such new
Warrants to represent the right to purchase such number of shares
as shall be designated by the holder hereof at the time of such
surrender.
8. The Corporation will transmit to the holder of
this Warrant such information, documents and reports as are
generally distributed to shareholders of the Corporation
concurrently with the distribution thereof to such shareholders.
9. Notices to be given to the holder of this Warrant
shall be deemed to have been sufficiently given if delivered or
mailed, addressed in the name and at the address of such holder
appearing in the records of the Corporation, and if mailed, sent
first class registered or certified mail, postage prepaid. The
address of the Corporation is 100 Jericho Quadrangle, Jericho,
New York 11753, and the Corporation shall give written notice of
any change of address to the holder hereof.
IN WITNESS WHEREOF, the Corporation has caused this
Warrant to be executed by the signature of its President and its
seal affixed and attested by its Secretary.
Dated: May 8, 1991
INSTRUMENT SYSTEMS CORPORATION
By: /s/ Robert Balemian
Robert Balemian, President
[Corporate Seal]
ATTEST:
/s/ Susan Reilly
Susan Reilly, Secretary
-10-
SUBSCRIPTION FORM
_________________
To Be Executed By the Holder
If He Desires to Exercise The
Warrant in Whole Or In Part
TO: INSTRUMENT SYSTEMS CORPORATION
The undersigned hereby irrevocably elects to exercise
the right of purchase represented by the within Warrant for,
and to purchase thereunder, ________________ shares of the
stock provided for therein and tenders payment herewith to the
order of INSTRUMENT SYSTEMS CORPORATION in the amount of $
(such payment being in cash or by certified or official bank or
bank cashier's check) in accordance with the terms of the
within Warrant. The undersigned requests that certificates for
such shares be issued in the name of
______________________________ __________________________
(Name) (Social Security or
other identifying number
of Subscriber)
______________________________
(Address)
and to be delivered to___________________________________________
(Name)
(Address)
_________________________________________________________________
and, if said number of shares shall not be all the shares
purchasable hereunder, that a new Warrant for the balance
remaining of the shares purchasable under the within Warrant be
registered in the name of, and delivered to, the undersigned at
the address stated below.
_________________________________________________________________
(Address)
Dated:_________________, 19 _______________________________
(Signature)
NOTE: The signature to this
Subscription must correspond
with the name as written
upon the face of this
Warrant in every particular,
without alteration or
enlargement or any change
whatever.
ASSIGNMENT
__________
To Be Executed By The Holder
If He Desires To Assign The
Warrant In Its Entirety
FOR VALUE RECEIVED, _____________________________________
hereby sells, assigns and transfers unto_________________
_____________________________ ___________________________________
(Please insert Social Security
or other identifying number of
Assignee)
the right to purchase _______________________ shares of Common
Stock of the within named Company evidenced by the within
Warrant, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint
___________________________________________________________________
attorney to transfer the said Warrant on the books of said
Company, with full power of substitution in the premises.
Dated:_________________, 19
________________________________
(Signature)
NOTE: The signature to this
Assignment must correspond
with the name as written
upon the face of this
Warrant in every particular,
without alteration or
enlargement or any change
what-ever.
SIGNATURE GUARANTEED:
EXHIBIT 5
[Letterhead of Wachtell, Lipton, Rosen & Katz]
February 10, 1997
Griffon Corporation
100 Jericho Quadrangle
Jericho, New York 11753
Gentlemen:
We have acted as special counsel to Griffon
Corporation, a Delaware corporation (the "Company"), in
connection with the Registration Statement on Form S-3 of the
Company, to be filed with the Securities and Exchange
Commission on February 10, 1997 (the "Registration Statement"),
relating to the registration under the Securities Act of 1933,
as amended, of 226,413 shares of the Company's Common Stock,
par value $.25 per share (the "Shares"), and the associated
Preferred Share Purchase Rights (the "Rights") to be sold
pursuant to such Registration Statement by certain
securityholders described in the Registration Statement.
In this connection, we have reviewed: (i) the Restated
Certificate of Incorporation and By-Laws of the Company as
currently in effect; (ii) the Registration Statement; (iii) the
Rights Agreement dated as of May 9, 1996 (the "Rights
Agreement"), between the Company and American Stock Transfer &
Trust Company as Rights Agent; (iv) certain resolutions adopted
by the Board of Directors of the Company; and (v) such other
documents, records and other matters as we have deemed
necessary or appropriate in order to give the opinions set
forth herein. We are familiar with the proceedings heretofore
taken by the Company in connection with the authorization,
registration, issuance and sale of the Shares and associated
Rights. We have, with your consent, relied as to factual
matters on certificates or other documents furnished by the
Company or its officers and by governmental authorities and
upon such other documents and data that we have deemed
appropriate. We have assumed the authenticity of all documents
submitted to us as originals and the conformity to original
documents of all documents submitted to us as copies.
We are members of the Bar of the State of New York
and express no opinion as to the laws of any jurisdiction other
than the laws of the State of New York and the General
Corporation Law of the State of Delaware.
Based on such examination and review and subject to
the foregoing, we are of the opinion that: (i) the Shares,
when sold in the manner set forth in the Registration
Statement, will be legally issued, fully paid and
nonassessable; and (ii) the Rights issued together with the
Shares, assuming issuance of the Rights in accordance with the
terms of the Rights Agreement, will be validly issued and
binding obligations of the Company and entitled to the benefits
of the Rights Agreement.
We consent to the use of this opinion as an Exhibit
to the Registration Statement and to
the reference to us under the caption "Legal Matters" in the
Prospectus that is a part of the Registration Statement. In
giving such consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended.
Very truly yours,
WACHTELL, LIPTON, ROSEN & KATZ
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of
our report dated November 6, 1996 included in Griffon
Corporation's Form 10-K for the year ended September 30, 1996
and to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
February 7, 1997
Roseland, New Jersey
