UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): June 2, 2009
GRIFFON
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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1-6620
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11-1893410
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
Number)
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100
Jericho Quadrangle
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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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(516)
938-5544
(Registrant’s
telephone number, including area code)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.05. Costs
Associated with Exit or Disposal Activities.
On June 2, 2009, the Board of Directors
of Griffon Corporation (the “Company”) approved management’s restructuring plan
for the Garage Doors segment of its business (the “2009 Plan”) intended to
reduce cost and increase operating efficiency from consolidation of facilities.
The 2009 Plan, scheduled to begin during June 2009 with the majority of the
transition expected to be completed by January 2011, includes production
realignments and facility closures.
In
connection with the 2009 Plan, the Company expects to incur pre-tax exit and
restructuring costs, substantially all of which will be cash charges, of
approximately $12 million, including approximately $2 million for one-time
termination benefits and other personnel-related costs, approximately $1 million
for excess facilities and related costs, and approximately $9 million in other
exit costs primarily in connection with production realignment. These
amounts are preliminary estimates and the actual amounts of such payments may
vary materially as the closure and relocation plans are finalized and
implemented.
Item
7.01. Regulation FD
Disclosure.
On June
3, 2009, the Company issued a press release announcing the 2009 Plan. A copy of
the Company’s press release is attached hereto as Exhibit 99.1.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
99.1
Press Release, dated June 3, 2009
The
information filed as an exhibit to this Form 8-K is being furnished in
accordance with Item 7.01 and shall not be deemed to be “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of such section, nor shall such
information be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
Forward-looking
Statements
“Safe
Harbor” Statement under the Private Securities Litigation Reform Act of 1995:
All statements other than statements of historical fact included in this Form
8-K, 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, financial market and economic conditions, including, but not limited
to, the credit market, the housing market, results of integrating acquired
businesses into existing operations, the results of the Company’s restructuring
and disposal efforts, competitive factors and pricing pressures for resin and
steel, and 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 as previously disclosed
in the Company’s SEC filings. 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.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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GRIFFON
CORPORATION
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By:
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/s/ Patrick L. Alesia
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Patrick
L. Alesia
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Chief
Financial Officer
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Date: June
3, 2009
Exhibit
Index
99.1 Press
release, dated June 3, 2009
Contact:
Patrick L. Alesia
Chief
Financial Officer
(516)
938-5544
Clopay
Building Products to Consolidate Manufacturing Operations
to
Increase Efficiency
JERICHO, NEW YORK, June 3, 2009 –
Griffon Corporation (NYSE: GFF) announced today that its Garage Doors
business (“Clopay”) will consolidate operations at two production facilities
into its manufacturing plant located in Troy, Ohio. Management believes that
when the consolidation is completed in early 2011, it will result in estimated
annual cash savings of over $10 million based upon current sales
levels.
The
consolidation comes as a result of Clopay’s aggressive campaign to improve
manufacturing efficiencies and bring new technologies to market to better serve
its customers. Clopay currently operates four manufacturing facilities in Troy,
Ohio, Russia, Ohio, Baldwin, Wisconsin and Auburn, Washington. All of the
operations conducted in the Baldwin plant and substantially all of the
operations conducted in the Russia facility will be relocated to Troy, Ohio, and
the Baldwin facility will be closed. All active employees at the Russia facility
are being offered employment at the Troy facility.
The
Company estimates that it will incur pre-tax exit and restructuring costs of
approximately $12 million, substantially all of which will be cash charges,
including approximately $2 million for one-time termination benefits and other
personnel-related costs, approximately $1 million for excess facilities and
related costs, and approximately $9 million in other exit costs primarily in
connection with production realignment. In addition, the Company expects to make
an investment in capital expenditures of approximately $11 million in order to
effectuate the restructuring plan. The costs and expenditures will be recognized
as incurred over the approximately two years that it estimates the consolidation
will take.
“These
actions will enable us to centralize production at our most technologically
advanced facility so that Clopay can improve its manufacturing efficiency while
improving our ability to serve the needs of our customers,” stated Steve Lynch,
President of Clopay Building Products Company. “Clopay has a legacy of strong
performance and exceptional potential for growth. By consolidating our
manufacturing, we will streamline operations, lower costs and maintain the
flexibility to meet supply demands now and in the future.”
Clopay
purchased the Troy plant in 2006 to allow for new product lines and expansion.
Against the backdrop of difficult economic conditions, Clopay successfully
launched state-of-the-art polyurethane insulated door products lines in 2008 for
both commercial and residential lines. Clopay also saw increased revenue in its
residential Portfolio™ line of designer garage doors, to which it is continuing
to add new collections. This year, Clopay is following up with the launch of
several new eco-friendly garage door designs and materials that are unique in
the marketplace.
About
Griffon Corporation
Griffon
Corporation, headquartered in Jericho, New York, is a diversified holding
company consisting of three distinct business segments: Electronic Information
and Communication Systems, through Telephonics Corporation; Garage Doors,
through Clopay Building Products Company; and Specialty Plastic Films, through
Clopay Plastic Products Company.
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Telephonics
Corporation’s high-technology engineering and manufacturing capabilities
provide integrated information, communication and sensor system solutions
to military and commercial markets
worldwide.
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•
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Clopay
Building Products Company is a leading manufacturer and marketer of
residential, commercial and industrial garage doors to professional
installing dealers and major home center retail
chains.
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•
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Clopay
Plastic Products Company is an international leader in the development and
production of embossed, laminated and printed specialty plastic films used
in a variety of hygienic, health-care and industrial
markets.
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For more
information on the Company and its operating subsidiaries, please see the
Company’s website at www.griffoncorp.com.
Forward-looking
Statements
“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, financial market and economic conditions, including, but
not limited to, the credit market, the housing market, results of integrating
acquired businesses into existing operations, the results of the Company’s
restructuring and disposal efforts, competitive factors and pricing pressures
for resin and steel and 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 as
previously disclosed in the Company’s SEC filings. 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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