(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)

Explanatory Note

This Current Report on Form 8-K/A amends the Current Report on Form 8-K of Griffon Corporation (the “Company”) filed with the Securities and Exchange Commission on October 2, 2017 (the “Original Report”) related to the completion of the Company’s acquisition of ClosetMaid Corporation and certain other entities and assets (collectively, the “ClosetMaid Business”) from Emerson Electric Co., pursuant to an Asset and Stock Purchase Agreement dated as of September 1, 2017, as amended on September 25, 2017.  In response to parts (a) and (b) of Item 9.01 of the Original Report, the Company stated that it would file the required financial statements of the ClosetMaid Business and pro forma financial information by amendment, as permitted by Items 9.01(a)(4) and 9.01(b)(2) of Form 8-K.  This Form 8-K/A amends the Original Report to include the financial statements and pro forma financial information required by parts (a) and (b) of Item 9.01 of Form 8-K.

In connection with the preparation of the consolidated financial statements for the ClosetMaid Business for the fiscal year ended September 30, 2017, an immaterial adjustment was made to reclassify amounts between the “Net cash provided by operating activities” and “Effect of exchange rate changes on cash and equivalents” line items in the Combined Statements of Cash Flows for the years ended September 30, 2016 and 2015. There was no effect on the Combined Balance Sheets or Statements of Earnings, Comprehensive Income or Equity. The adjustment reduced Net cash provided by operating activities in 2015 and 2016 by $2.3 million and $4.1 million, respectively. The adjustment was to properly reflect foreign currency exchange amounts that were grossed up in accounts payable (included in cash flows from operating activities) and in the effect of exchange rate changes on cash.

Item 9.01.  Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

The consolidated financial statements of, and the report of independent certified public accountants on, the ClosetMaid Business as of September 30, 2016 and 2017, and for each of the years in the three-year period ended September 30, 2017 are attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(b)      Pro Forma Financial Information

The unaudited pro forma condensed combined statements of operations for the fiscal year ended September 30, 2017 and the unaudited pro forma condensed combined balance sheet as of September 30, 2017, in each case giving effect to the acquisition of the ClosetMaid Business, are attached hereto as Exhibit 99.2 and incorporated herein by reference.

The unaudited pro forma financial information is provided for informational purposes only and is not necessarily indicative of what the Company’s results of operations would actually have been had the acquisition occurred on the date indicated, the Company’s expected financial position or the results of the Company’s operations for any future period.

(d) Exhibits

Exhibit

Number

23.1

Consent of Independent Auditors of ClosetMaid Corporation.

99.1

Consolidated financial statements of, and the report of independent certified public accountants on, the ClosetMaid Business as of September 30, 2016 and 2017, and for each of the years in the three-year period ended September 30, 2017.

99.2 

Unaudited pro forma condensed combined statements of operations for the fiscal year ended September 30, 2017 and the unaudited pro forma condensed combined balance sheet as of September 30, 2017, in each case giving effect to the acquisition of the ClosetMaid Business.