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): January 5,
2007
AEROGROW
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-50888
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46-0510685
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(State
or Other Jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer
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Incorporation)
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Identification
No.)
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6075
Longbow Dr. Suite 200, Boulder, Colorado
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80301
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
Telephone Number, Including Area Code: (303) 444-7755
Check
the
appropriate box below if the Form 8-K is intended to simultaneously satisfy
the
filing obligation of the registrant under any of the following provisions:
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
1.02. Termination of a Material Definitive Agreement.
On
January 5, 2007, AeroGrow International, Inc. (“AeroGrow,” or the “Company”)
terminated its Master Service Agreement with Innotrac Corporation (“Innotrac”)
dated October 7, 2005 (the “Agreement”). Under the Agreement, Innotrac provided
warehousing, order packing, and shipping for the Company’s products. The Company
did not incur any early termination penalties as a result of terminating this
Agreement. Other than the terminated Agreement, there is no material
relationship between the Company and Innotrac.
The
Company has entered into a new agreement with another third party services
provider to replace the terminated Agreement with Innotrac. The Company does
not
believe that the new services agreement is material.
Item
2.02. Results of Operations and Financial Condition.
On
January 10, 2007, AeroGrow will conduct an open conference call to discuss
the
commencement of trading of its common stock on the Over-the-Counter Bulletin
Board and other key initiatives. The conference call will be held Wednesday,
January 10, 2007 at 5:00 P.M.
Eastern
Standard Time (EST). The dial in number is 1 (800)-443-6702 when calling
from the United States or Canada, and 1 (212) 231-6005 when calling
internationally. Participants are encouraged to call in five minutes before
the
call begins (4:55 P.M.
EST). A
replay of the call will be available two hours after completion. The call will
be accessible at any time over the next 30 days through the investor link on
the
AeroGrow website (www.aerogrow.com) and by phone until February 10, 2007. To
access the replay by phone, dial 1 (800) 633-8625 when calling from the
United States or Canada and 1 (402) 977-9141 when calling
internationally. The conference identification number is 21322396. A copy of
the
press release announcing the conference call is furnished as Exhibit 99.1 to
this report.
The
Company issued revenue guidance for the three months ended December 31, 2006
in
a press release dated January 10, 2007. A copy of the press release announcing
the revenue guidance is furnished as Exhibit 99.2 to this report.
The
information contained in this Item 2.02 and Exhibits 99.1
and 99.2 attached hereto shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, and shall not be deemed
incorporated by reference in any filing with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 or the Securities Act
of
1933, whether made before or after the date hereof and irrespective of any
general incorporation language in any filings.
Item
7.01. Regulation FD Disclosure
The
information contained in Item 2.02 is herein incorporated by
reference.
Item
9.01. Financial Statements and Exhibits
| (d) |
Exhibits.
The following exhibits are furnished with this Form
8-K:
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Exhibit
No.
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Description
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99.1
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Press
Release dated January 5, 2007.
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99.2
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Press
Release dated January 10, 2007.
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The
information contained in Exhibits 99.1 and 99.2 attached hereto shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, and shall not be deemed incorporated by reference in any filing with
the Securities and Exchange Commission under the Securities Exchange Act of
1934
or the Securities Act of 1933, whether made before or after the date hereof
and
irrespective of any general incorporation language in any filings.
Portions
of this report may constitute “forward-looking statements” as defined by federal
law. Although the Company believes any such statements are based on reasonable
assumptions, there is no assurance that actual outcomes will not be materially
different. Any such statements are made in reliance on the “safe harbor”
protections provided under the Private Securities Litigation Reform Act of
1995.
Additional information about issues that could lead to material changes in
the
Company’s performance is contained in the Company’s filings with the Securities
and Exchange Commission.
SIGNATURE
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.
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AeroGrow
International, Inc.
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By: |
/s/ Mitchell
B. Rubin |
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Mitchell
B. Rubin
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Chief
Financial Officer
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DATED:
January 10, 2007
EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Press
Release dated January 5, 2007.
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99.2
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Press
Release dated January 10, 2007.
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