Unassociated Document
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): May
8, 2008
GRIFFON
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
1-6620
|
11-1893410
|
|
(State
or Other Jurisdiction
|
(Commission
|
(I.R.S.
Employer
|
|
of
Incorporation)
|
File
Number)
|
Identification
Number)
|
|
100
Jericho Quadrangle
Jericho,
New York
|
11753
|
|
(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):
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
May 8,
2008, the Board of Directors of Griffon Corporation (the “Company”) approved a
plan to exit all operating activities of the Company’s Installation Services
segment, which is expected to be completed in 2008.
The
decline in Installation Services’ sales and operating results precipitated the
Board’s decision to exit all operating activities of the Company’s Installation
Services segment. Net sales from continuing operations for the six months ended
March 31, 2008 of the Installation Services segment decreased by $34.3 million,
or 34.5%, compared to the comparable period of the prior year. The sales
decrease was primarily due to the lower housing starts in the new home
construction market, particularly in this segment’s major markets in the South
and West for which housing starts have reportedly declined approximately 28%
and
34%, respectively, as well as internal downsizing activities. Sales decreased
approximately 40% in the West, primarily in the Las Vegas and Phoenix markets.
These sales were further affected by the loss of a major customer and increased
competitive pressures.
The
Company presently estimates aggregate exit costs, including operating and
intangible asset write-offs, to range between $30 million and $40 million for
the remainder of 2008, of which $25 million to $35 million is estimated to
be
non-cash. It is estimated that approximately $5 to $10 million of these
aggregate exit costs will result in future cash expenditures. Of these amounts,
the Company presently estimates $4 million to $5 million for the total cost
of
one-time termination benefits, $1 million to $2 million for total excess
facilities/lease termination costs, $11 million to $12 million in goodwill
and
intangible asset write-offs, $7 million to $10 million in reserves for doubtful
accounts receivable, $4 million to $6 million in reserves for inventories,
and
$3 million to $5 million in other associated costs.
| Item
5.03. |
Amendments
to Articles of Incorporation or By-laws; Change in Fiscal
Year.
|
On
May 8,
2008, the Board of Directors of the Company approved an amendment (the
“Amendment”) to the Company’s Amended By-laws (the “By-laws”) to (i) change the
notice requirement for special meetings of the Board of Directors from three
days’ notice to one day, and (ii) to disassociate the positions of Chairman and
Chief Executive Officer and otherwise provide more flexibility to the Board
of
Directors to determine the titles and duties of the officers of the Company.
The
Amendment is effective as of May 8, 2008. The foregoing description of the
Amendment is qualified in its entirety by reference to the By-laws, as amended
by the Amendment, which is attached as Exhibit 3 to this Current Report on
Form
8-K and is incorporated herein by reference.
| Item
9.01. |
Financial
Statements and Exhibits.
|
| 3. |
By-laws
of Griffon Corporation, as amended through May 8,
2008.
|
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.
| |
|
|
| |
GRIFFON
CORPORATION |
|
|
|
| |
By: |
/s/ Patrick L. Alesia |
| |
Patrick
L. Alesia |
| |
Chief
Financial Officer |
Date:
May
14, 2008
Exhibit
Index
| 3. |
By-laws
of Griffon Corporation, as amended through May 8,
2008.
|