UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
(AMENDMENT NO. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
THE SCOTTS COMPANY
(Exact name of registrant as specified in its charter)
Ohio 31-1414921
(State of incorporation or organization) (I.R.S. Employer Identification No.)
14111 Scottslawn Road, Marysville, Ohio 43041
(Address of principal executive offices) (ZIP Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS REGISTERED EACH CLASS IS REGISTERED
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Common Shares, New York Stock Exchange
without par value
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The common shares, without par value, of The Scotts Company (the
"Registrant") are described in the section captioned "Description of Capital
Stock" in the Registrant's Registration Statement on Form S-3 (Registration No.
333-98239), originally filed with the Securities and Exchange Commission (the
"SEC") on August 16, 2002 and supplemented by the Prospectus Supplement
(Registration No. 333-98239) filed by the Registrant with the SEC on September
13, 2002. That description is incorporated herein by reference.
ITEM 2. EXHIBITS.
EXHIBIT NO. DESCRIPTION
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1 Certificate of Amendment by Directors of The Scotts
Company reflecting adoption of Restated Articles of
Incorporation attached thereto, as filed with Ohio
Secretary of State on January 29, 2001 (incorporated
herein by reference to Exhibit 3(a)(2) to the Quarterly
Report on Form 10-Q of The Scotts Company for the fiscal
quarter ended December 30, 2000 (File No. 1-13292))
2 Code of Regulations of The Scotts Company (reflecting
amendments through January 18, 2001) [for SEC reporting
compliance purposes only] (incorporated herein by
reference to Exhibit 3(b)(2) to the Quarterly Report on
Form 10-Q of The Scotts Company for the fiscal quarter
ended December 30, 2000 (File No. 1-13292))
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment No. 1 to Registration
Statement on Form 8-A/A to be signed on its behalf by the undersigned, thereto
duly authorized.
THE SCOTTS COMPANY
By: /s/ James Hagedorn
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James Hagedorn
Chairman of the Board, President
and Chief Executive Officer
Date: April 3, 2003
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