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): AUGUST 3, 2005
GRIFFON CORPORATION
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-6620 11-1893410
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
100 JERICHO QUADRANGLE, JERICHO, NEW YORK 11753
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(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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On August 3, 2005, upon the recommendation of the Nominating and Governance
Committee of the Board of Directors of Griffon Corporation (the "Registrant"),
the Board of Directors appointed General Donald J. Kutyna as a member of the
Board of Directors to fill a vacancy on the Board of Directors. General Kutyna
has also been appointed to the Ethics Oversight Committee of the Board of
Directors.
There is no arrangement or understanding between General Kutyna and any
other person pursuant to which General Kutyna was appointed as a director of
Registrant.
There were no transactions or series of transactions, since the beginning
of the Registrant's last fiscal year, or any currently proposed transaction or
series of transactions to which the Registrant was or is to be a party, in which
the amount involved exceeds $60,000 and in which General Kutyna had, or will
have, a direct or indirect material interest.
On August 8, 2005, the Registrant issued a press release announcing the
appointment of General Kutyna. A copy of the press release is attached hereto as
Exhibit 99.1.
ITEM 8.01 OTHER EVENTS.
On August 8, 2005, the Registrant issued a press release announcing an
increase in the number of shares eligible to be purchased by the Registrant
pursuant to its stock buyback program. A copy of the press release is attached
hereto as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
99.1 Press Release dated August 8, 2005
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SIGNATURES
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.
GRIFFON CORPORATION
By: /s/Patrick Alesia
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Patrick Alesia
Vice President, Treasurer and Secretary
Date: August 8, 2005
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EXHIBIT INDEX
99.1 Press Release dated August 8, 2005.