Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM S-8
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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
incorporation or organization) Identification No.)
100 JERICHO QUADRANGLE, JERICHO, NEW YORK 11753
(Address of principal executive offices) (Zip Code)
1998 EMPLOYEE & DIRECTOR STOCK OPTION PLAN, AS AMENDED
(Full title of the plans)
ROBERT BALEMIAN, PRESIDENT
GRIFFON CORPORATION
100 JERICHO QUADRANGLE
JERICHO, NEW YORK 11753
(Name and address of agent for service)
(516) 938-5544
(Telephone number, including area code, of agent for service)
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copy to:
NANCY D. LIEBERMAN, ESQ.
KRAMER, COLEMAN, WACTLAR & LIEBERMAN, P.C.
100 JERICHO QUADRANGLE
JERICHO, NEW YORK 11753
(516) 822-4820
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Maximum Proposed Maximum
Class of Securities Amount to be Offering Aggregate Amount of
to be Registered Registered (1) Price Per Share (2) Offering Price (2) Registration Fee
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Common Stock, 400,000 shs.(3)(4) $13.75 $5,500,000 $506
par value $.25
per share together with
the associated Preferred
Share Purchase Rights
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(1) The Registration Statement also covers an indeterminate number of additional
shares of Common Stock which may become issuable pursuant to anti-dilution and
adjustment provisions of the plans.
(2) Estimated solely for the purpose of
calculating the registration fee, based upon the average of the high and low
prices of the Company's Common Stock reported on the consolidated reporting
system on January 23, 2003, pursuant to Rule 457.
(3) Represents additional shares of Common Stock issuable under the Griffon
Corporation 1998 Employee & Director Stock Option Plan, as amended.
(4) Pursuant to Rule 457, a registration fee of $506 is payable with respect
to the additional 400,000 shares of Common Stock issuable under the Griffon
Corporation 1998 Employee & Director Stock Option Plan, as amended.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of 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 Registration Statement 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, 2002;
(2) The Company's Proxy Statement dated December 30, 2002 for its 2003
annual meeting of stockholders;
(3) 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; and
(4) 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 Registration Statement and prior to the
termination of this offering of Common Stock shall be deemed to be incorporated
by reference in this Registration Statement 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 Registration Statement shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any 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 Registration Statement.
The Company will provide without charge to each person to whom a copy
of this Registration Statement is delivered, upon the written or oral request of
such person, a copy of any or all of the documents incorporated by reference
(except for exhibits thereto unless specifically incorporated by reference
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.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Edward I. Kramer, a member of the law firm of Kramer, Coleman,
Wactlar & Lieberman, P.C. ("KCW&L") is Vice President - Administration and
Secretary of the Registrant. As of November 30, 2002, Mr. Kramer beneficially
owns 140,857 shares of Common Stock, including 326 shares owned by Mr. Kramer's
wife, 5,926 shares allocated to Mr. Kramer under the Blau, Kramer, Wactlar &
Lieberman, P.C. Profit Sharing Plan (the prior name of KCW&L)(but excluding
the other shares held by the Blau, Kramer, Wactlar & Lieberman, P.C. Profit
Sharing Plan), and options exercisable within 60 days to purchase 101,250
shares of Common Stock granted to Mr. Kramer pursuant to the Registrant's
various stock option plans.
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Item 6. Indemnification of Directors and Officers.
------------------------------------------
Under the provisions of the Certificate of Incorporation and
By-Laws of Registrant, each person who is or was a director or officer of
Registrant shall be indemnified by Registrant as of right 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 Registrant, 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 a
criminal suit is settled, such a person shall be indemnified under such law
against both (1) expenses (including attorneys' fees) and (2) judgments, 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
Registrant, 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 Registrant, or if such suit is settled, such a person shall 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 Registrant except that if such a person is adjudicated to be
liable in such suit for negligence or misconduct in the performance of his duty
to Registrant, he cannot be made whole even for expenses unless the court
determines that he is fairly and reasonably entitled to be indemnified for such
expenses. The officers and directors of the Registrant are covered by
officers' and directors' liability insurance. The Registrant 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.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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4.1 1998 Employee and Director Stock Option Plan, as amended
5 Opinion and consent of Kramer, Coleman, Wactlar & Lieberman, P.C.
23.1 Consent of Kramer, Coleman, Wactlar & Lieberman, P.C. -
included in their opinion filed as Exhibit 5
23.2 Consent of PricewaterhouseCoopers LLP
24 Powers of Attorney - included in signature page hereof
Item 9. Undertakings.
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(a) 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:
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(i)To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii)To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii)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;
provided, however, that paragraphs (a)(l)(i) and
(a)(l)(ii) do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.
(2) That, for the purposes of determining any liability under
the Securities Act of 1933, 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.
(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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, 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 the time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 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 policy as expressed in the Act and will be
governed by final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Jericho, New York on the 27th day of January, 2003.
GRIFFON CORPORATION
By: \s\Harvey R. Blau
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Harvey R. Blau
Chairman of the Board
(Principal Executive Officer)
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed on the 27th day of January,
2003 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
- --------------------------------------------------(Principal Executive Officer)
Harvey R. Blau
\s\Robert Balemian President and Director
- --------------------------------------------------(Principal Financial Officer)
Robert Balemian
\s\Patrick Alesia Vice President and Treasurer
- --------------------------------------------------(Principal Accounting Officer)
Patrick Alesia
\s\Henry A. Alpert
- ---------------------------------------------------Director
Henry A. Alpert
\s\Bertrand M. Bell
- ---------------------------------------------------Director
Bertrand M. Bell
\s\Abraham M. Buchman
- ---------------------------------------------------Director
Abraham M. Buchman
\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\Joseph J. Whalen
- ---------------------------------------------------Director
Joseph J. Whalen
\s\Lester L. Wolff
- ---------------------------------------------------Director
Lester L. Wolff
EXHIBIT 4.1
GRIFFON CORPORATION
1998 EMPLOYEE AND DIRECTOR STOCK OPTION PLAN
(AS AMENDED)
SECTION 1. GENERAL PROVISIONS
1.1. NAME AND GENERAL PURPOSE
The name of this plan is the Griffon Corporation 1998
Employee and Director Stock Option Plan (hereinafter called the "Plan"). The
Plan is intended to be a broadly-based incentive plan which enables Griffon
Corporation (the "Company") and its subsidiaries and affiliates to foster and
promote the interests of the Company by attracting and retaining directors,
officers and employees of, and consultants to, the Company who contribute to the
Company's success by their ability, ingenuity and industry, to enable such
directors, officers, employees and consultants to participate in the long-term
success and growth of the Company by giving them a proprietary interest in the
Company and to provide incentive compensation opportunities competitive with
those of competing corporations.
1.2 DEFINITIONS
a. "Affiliate" means any person or entity controlled by or under common
control with the Company, by virtue of the ownership of voting
securities, by contract or otherwise.
b. "Board" means the Board of Directors of the Company.
c. "Change in Control" means a change of control of the Company, or in any
person directly or indirectly controlling the Company, which shall mean:
(a) a change in control as such term is presently
defined in Regulation 240.12b-(2) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
or
(b) if any "person" (as such term is used in Section
13(d) and 14(d) of the Exchange Act) other than the
Company or any "person" who on the date of this
Agreement is a director or officer of the Company,
becomes the "beneficial owner" (as defined in Rule
13(d)-3 under the Exchange Act) directly or indirectly,
of securities of the Company representing twenty
percent (20%) or more of the voting power of the
Company's then outstanding securities; or
(c) if during any period of two (2) consecutive years
during the term of this Plan, individuals who at the
beginning of such period constitute the Board of
Directors, cease for any reason to constitute at least
a majority thereof.
d. "Committee" means the Committee referred to in Section 1.3 of the Plan.
e. "Common Stock" means shares of the Common Stock, par value $.25 per
share, of the Company.
f. "Company" means Griffon Corporation, a corporation organized under the
laws of the State of Delaware (or any successor corporation).
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g. "Fair Market Value" means the market price of the Common Stock on the
New York Stock Exchange consolidated reporting system on the date of the grant
or on any other date on which the Common Stock is to be valued hereunder. If no
sale shall have been reported on the New York Stock Exchange consolidated
reporting system on such date, Fair Market Value shall be determined by the
Committee.
h. "Non-Employee Director" shall have the meaning set forth in Rule 16(b)
promulgated by the Securities and Exchange Commission
("Commission").
i. "Option" means any option to purchase Common Stock under Section 2 of
the Plan.
j. "Option Agreement" means the option agreement described in Section 2.4
of the Plan.
k. "Participant" means any director, officer, employee or consultant of the
Company, a Subsidiary or an Affiliate who is selected by the Committee to
participate in the Plan.
l. "Subsidiary" means any corporation in which the Company possesses
directly or indirectly 50% or more of the combined voting power of all classes
of stock of such corporation.
m. "Total Disability" means accidental bodily injury or sickness which
wholly and continuously disabled an optionee. The Committee, whose decisions
shall be final, shall make a determination of Total Disability.
1.3 ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Committee appointed by the
Board consisting of two or more members of the Board all of whom shall be
Non-Employee Directors. The Committee shall serve at the pleasure of the Board
and shall have such powers as the Board may, from time to time, confer upon it.
Subject to this Section 1.3, the Committee shall have sole and
complete authority to adopt, alter, amend or revoke such administrative rules,
guidelines and practices governing the operation of the Plan as it shall, from
time to time, deem advisable, and to interpret the terms and provisions of the
Plan.
The Committee shall keep minutes of its meetings and of action
taken by it without a meeting. A majority of the Committee shall constitute a
quorum, and the acts of a majority of the members present at any meeting at
which a quorum is present, or acts approved in writing by all of the members of
the Committee without a meeting, shall constitute the acts of the Committee.
1.4 ELIGIBILITY
Stock Options may be granted only to directors, officers,
employees or consultants of the Company or a Subsidiary or Affiliate. Subject to
Section 2.3, any person who has been granted any Option may, if he is otherwise
eligible, be granted an additional Option or Options.
1.5 SHARES
The aggregate number of shares reserved for issuance pursuant to
the Plan shall be 2,825,000(1) shares of Common Stock, or the number and kind of
shares of stock or other securities which shall be substituted for such shares
or to which such shares shall be adjusted as provided in Section 1.6.
_______________________________
(1) After giving effect to the Company's 10% stock dividend in August 2001.
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Such number of shares may be set aside out of the authorized but
unissued shares of Common Stock or out of issued shares of Common Stock acquired
for and held in the Treasury of the Company, not reserved for any other purpose.
Shares subject to, but not sold or issued under, any Option terminating or
expiring for any reason prior to its exercise in full will again be available
for Options thereafter granted during the balance of the term of the Plan.
1.6 ADJUSTMENTS DUE TO STOCK SPLITS,
MERGERS, CONSOLIDATION, ETC.
If, at any time, the Company shall take any action, whether by
stock dividend, stock split, combination of shares or otherwise, which results
in a proportionate increase or decrease in the number of shares of Common Stock
theretofore issued and outstanding, the number of shares which are reserved for
issuance under the Plan and the number of shares which, at such time, are
subject to Options shall, to the extent deemed appropriate by the Committee, be
increased or decreased in the same proportion, provided, however, that the
Company shall not be obligated to issue fractional shares.
Likewise, in the event of any change in the outstanding shares
of Common Stock by reason of any recapitalization, merger, consolidation,
reorganization, combination or exchange of shares or other corporate change, the
Committee shall make such substitution or adjustments, if any, as it deems to be
appropriate, as to the number or kind of shares of Common Stock or other
securities which are reserved for issuance under the Plan and the number of
shares or other securities which, at such time are subject to Options.
In the event of a Change in Control, at the option of the Board
or Committee, (a) all Options outstanding on the date of such Change in Control
shall, for a period of sixty (60) days following such Change in Control, become
immediately and fully exercisable, and (b) an optionee will be permitted to
surrender for cancellation within sixty (60) days after such Change in Control
any Option or portion of an Option which was granted more than six (6) months
prior to the date of such surrender, to the extent not yet exercised, and to
receive a cash payment in an amount equal to the excess, if any, of the Fair
Market Value (on the date of surrender) of the shares of Common Stock subject to
the Option or portion thereof surrendered, over the aggregate purchase price for
such Shares under the Option.
1.7 NON-ALIENATION OF BENEFITS
Except as herein specifically provided, no right or unpaid
benefit under the Plan shall be subject to alienation, assignment, pledge or
charge and any attempt to alienate, assign, pledge or charge the same shall be
void. If any Participant or other person entitled to benefits hereunder should
attempt to alienate, assign, pledge or charge any benefit hereunder, then such
benefit shall, in the discretion of the Committee, cease.
1.8 WITHHOLDING OR DEDUCTION FOR TAXES
If, at any time, the Company or any Subsidiary or Affiliate is
required, under applicable laws and regulations, to withhold, or to make any
deduction for any taxes, or take any other action in connection with any Option
exercise, the Participant shall be required to pay to the Company or such
Subsidiary or Affiliate, the amount of any taxes required to be withheld, or, in
lieu thereof, at the option of the Company, the Company or such Subsidiary or
Affiliate may accept a sufficient number of shares of Common Stock to cover the
amount required to be withheld.
1.9 ADMINISTRATIVE EXPENSES
The entire expense of administering the Plan shall be borne by
the Company.
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1.10 GENERAL CONDITIONS
a. The Board or the Committee may, from time to time,
amend, suspend or terminate any or all of the
provisions of the Plan, provided that, without the
Participant's approval, no change may be made which
would alter or impair any right theretofore granted to
any Participant.
b. With the consent of the Participant affected thereby,
the Committee may amend or modify any outstanding
Option in any manner not inconsistent with the terms of
the Plan, including, without limitation, and
irrespective of the provisions of Section 2.3(c) below,
to accelerate the date or dates as of which an
installment of an Option becomes exercisable.
c. Nothing contained in the Plan shall prohibit the
Company or any Subsidiary or Affiliate from
establishing other additional incentive compensation
arrangements for employees of the Company or such
Subsidiary or Affiliate.
d. Nothing in the Plan shall be deemed to limit, in any
way, the right of the Company or any Subsidiary or
Affiliate to terminate a Participant's employment with
the Company (or such Subsidiary or Affiliate) at any
time.
e. Any decision or action taken by the Board or the
Committee arising out of or in connection with the
construction, administration, interpretation and effect
of the Plan shall be conclusive and binding upon all
Participants and any person claiming under or through
any Participant.
f. No member of the Board or of the Committee shall be
liable for any act or action, whether of commission or
omission, (i) by such member except in circumstances
involving actual bad faith, nor (ii) by any other
member or by any officer, agent or employee.
1.11 COMPLIANCE WITH APPLICABLE LAW
Notwithstanding any other provision of the Plan, the Company
shall not be obligated to issue any shares of Common Stock, or grant any Option
with respect thereto, unless it is advised by counsel of its selection that it
may do so without violation of the applicable Federal and State laws pertaining
to the issuance of securities and the Company may require any stock certificate
so issued to bear a legend, may give its transfer agent instructions limiting
the transfer thereof, and may take such other steps, as in its judgment are
reasonably required to prevent any such violation.
1.12 EFFECTIVE DATES
The Plan was adopted by the Board on February 5, 1998 and
amended on July 30, 1998, November 5, 1998, February 6, 2002 and January 23,
2003. The Plan shall terminate on February 4, 2008.
SECTION 2. OPTION GRANTS
2.1 AUTHORITY OF COMMITTEE
Subject to the provisions of the Plan, the Committee shall have
the sole and complete authority to determine (i) the Participants to whom
Options shall be granted; (ii) the number of shares to be covered by each
Option; and (iii) the conditions and limitations, if any, in addition to those
set forth in Sections 2 and 3
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hereof, applicable to the exercise of an Option, including without limitation,
the nature and duration of the restrictions, if any, to be imposed upon the sale
or other disposition of shares acquired upon exercise of an Option.
Stock Options granted under the Plan shall be non-qualified
stock options.
The Committee shall have the authority to grant Options.
2.2 OPTION EXERCISE PRICE
The price of stock purchased upon the exercise of Options
granted pursuant to the Plan shall be the Fair Market Value thereof at the time
that the Option is granted.
The purchase price is to be paid in full in cash, certified or
bank cashier's check or, at the option of the Company, Common Stock valued at
its Fair Market Value on the date of exercise, or a combination thereof, when
the Option is exercised and stock certificates will be delivered only against
such payment.
2.3 OPTION GRANTS
Each Option will be subject to the following provisions:
a. Term of Option
An Option will be for a term of not more than ten years
from the date of grant.
b. Exercise
(i) By an Employee:
Subject to the power of the Committee under Section
1.10(b) above and except in the manner described below
upon the death of the optionee, an Option may be
exercised only in installments as follows: up to
one-half of the subject shares on and after the first
anniversary of the date of grant, up to all of the
subject shares on and after the second such anniversary
of the date of the grant of such Option but in no event
later than the expiration of the term of the Option.
An Option shall be exercisable during the optionee's
lifetime only by the optionee and shall not be
exercisable by the optionee unless, at all times since
the date of grant and at the time of exercise, such
optionee is an employee of or providing services to the
Company, any parent corporation of the Company or any
Subsidiary or Affiliate, except that, upon termination
of all such employment or provision of services (other
than by death, Total Disability, or by Total Disability
followed by death in the circumstances provided below),
the optionee may exercise an Option at any time within
three months thereafter but only to the extent such
Option is exercisable on the date of such termination.
Upon termination of all such employment by Total
Disability, the optionee may exercise such Options at
any time within three years thereafter, but only to the
extent such Option is exercisable on the date of such
termination.
In the event of the death of an optionee (i) while an
employee of or providing services to the Company, any
parent corporation of the Company or any Subsidiary or
Affiliate, or (ii) within three months after
termination of all such employment or provision of
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services (other than for Total Disability) or (iii)
within three years after termination on account of
Total Disability of all such employment or provision of
services, such optionee's estate or any person who
acquires the right to exercise such option by bequest
or inheritance or by reason of the death of the
optionee may exercise such optionee's Option at any
time within the period of three years from the date of
death. In the case of clauses (i) and (iii) above, such
Option shall be exercisable in full for all the
remaining shares covered thereby, but in the case of
clause (ii) such Option shall be exercisable only to
the extent it was exercisable on the date of such
termination.
(ii) By Persons other than Employees:
If the optionee is not an employee of the Company or
the parent corporation of the Company or any Subsidiary
or Affiliate, expiration of such optionee's right to
exercise his Options shall be established and
determined by the Committee in the Option Agreement
covering the Options granted to such optionee.
Notwithstanding the foregoing provisions regarding the
exercise of an Option in the event of death, Total
Disability, other termination of employment or
provision of services or otherwise, in no event shall
an Option be exercisable in whole or in part after the
termination date provided in the Option Agreement.
c. Transferability
An Option granted under the Plan shall not be
transferable otherwise than by will or by the laws of
descent and distribution, except as may be permitted by
the Board or the Committee.
2.4 AGREEMENTS
In consideration of any Options granted to a Participant under
the Plan, each such Participant shall enter into an Option Agreement with the
Company providing, consistent with the Plan, such terms as the Committee may
deem advisable.
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January 27, 2003
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Griffon Corporation
Registration Statement on Form S-8
Gentlemen:
Reference is made to the filing by Griffon Corporation (the
"Corporation") of a Registration Statement on Form S-8 with the Securities and
Exchange Commission pursuant to the provisions of the Securities Act of 1933, as
amended, covering the registration of an additional 400,000 shares of the
Corporation's Common Stock in connection with the Corporation's 1998 Employee &
Director Stock Option Plan, as amended (the "Employee & Director Plan").
As counsel for the Corporation, we have examined its corporate
records, including its Certificate of Incorporation, as amended, By-Laws, its
corporate minutes, the form of its Common Stock certificate, the Employee &
Director Plan and such other documents as we have deemed necessary or relevant
under the circumstances.
Based upon our examination, we are of the opinion that:
1. The Corporation is duly organized and validly existing under the laws of
the State of Delaware.
2. There have been reserved for issuance by the Board of Directors of the
Corporation an additional 400,000 shares, for an aggregate 2,825,000 shares, of
its Common Stock under the Employee & Director Plan. The additional shares of
the Corporation's Common Stock, when issued pursuant to the Employee & Director
Plan, will be validly authorized, legally issued, fully paid and non-assessable.
We hereby consent to be named in the Registration Statement and in the
Prospectus which constitutes a part thereof as counsel to the Corporation, and
we hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
\s\Kramer, Coleman, Wactlar &
Lieberman, P.C.
KRAMER, COLEMAN, WACTLAR &
LIEBERMAN, P.C.
EXHIBIT 23.2
PricewaterhouseCoopers LLP
1301 Avenue of the Americas
New York, NY 10019-6013
Telephone: (646) 471-4000
Facsimile: (646) 394-1301
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 6, 2002 relating to the
financial statements and financial statement schedule of Griffon Corporation,
which appears in Griffon Corporation's Annual Report on Form 10-K for the year
ended September 30, 2002.
\s\PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
January 24, 2003