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): AUGUST 3, 2005
GRIFFON CORPORATION
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-6620 11-1893410
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
100 JERICHO QUADRANGLE, JERICHO, NEW YORK 11753
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(Address of Principal Executive Offices) (Zip Code)
(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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On August 3, 2005, upon the recommendation of the Nominating and Governance
Committee of the Board of Directors of Griffon Corporation (the "Registrant"),
the Board of Directors appointed General Donald J. Kutyna as a member of the
Board of Directors to fill a vacancy on the Board of Directors. General Kutyna
has also been appointed to the Ethics Oversight Committee of the Board of
Directors.
There is no arrangement or understanding between General Kutyna and any
other person pursuant to which General Kutyna was appointed as a director of
Registrant.
There were no transactions or series of transactions, since the beginning
of the Registrant's last fiscal year, or any currently proposed transaction or
series of transactions to which the Registrant was or is to be a party, in which
the amount involved exceeds $60,000 and in which General Kutyna had, or will
have, a direct or indirect material interest.
On August 8, 2005, the Registrant issued a press release announcing the
appointment of General Kutyna. A copy of the press release is attached hereto as
Exhibit 99.1.
ITEM 8.01 OTHER EVENTS.
On August 8, 2005, the Registrant issued a press release announcing an
increase in the number of shares eligible to be purchased by the Registrant
pursuant to its stock buyback program. A copy of the press release is attached
hereto as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
99.1 Press Release dated August 8, 2005
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SIGNATURES
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: /s/Patrick Alesia
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Patrick Alesia
Vice President, Treasurer and Secretary
Date: August 8, 2005
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EXHIBIT INDEX
99.1 Press Release dated August 8, 2005.
GRIFFON CORPORATION ANNOUNCES
INCREASE IN STOCK BUYBACK PROGRAM
AND APPOINTMENT OF GENERAL DONALD J. KUTYNA USAF (RET.)
TO BOARD OF DIRECTORS
Jericho, New York, August 8, 2005 - Griffon Corporation (NYSE:GFF)
announced today that it has increased its stock buyback program by 1,500,000
shares. This brings the current authorization to 2,900,000 shares. Since 1993,
the company has expended $199,000,000 to purchase 15,700,000 shares of its
capital stock. Additional purchases will be made from time to time, depending on
market conditions, at prices deemed appropriate by management.
In addition, the company's Board of Directors appointed General Donald J.
Kutyna USAF (Ret.) to the Board. General Kutyna had been commander in chief of
the North American Aerospace Command and the U.S. Space Command and the Air
Force Space Command.
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, results of integrating acquired
businesses into existing operations, competitive factors and pricing pressures
for resin and steel, 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.