Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GRIFFON CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 11-1893410
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
100 Jericho Quadrangle, Suite 224, Jericho, New York 11753
(Address of Principal Executive Offices) (Zip Code)
NON-QUALIFIED STOCK OPTION AGREEMENT
(Full Title of the Plan)
Eric Edelstein, Executive Vice President and Chief Financial Officer
Griffon Corporation
100 Jericho Quadrangle
Suite 224
Jericho, New York 11753
(Name and Address of Agent for Service)
(516) 938-5544
(Telephone Number, Including Area Code, of Agent For Service)
copy to:
Gary T. Moomjian, Esq.
Kramer, Coleman, Wactlar & Lieberman, P.C.
100 Jericho Quadrangle
Suite 225
Jericho, New York 11753
(516) 822-4820
CALCULATION OF REGISTRATION FEE
Title of
Each Class of Amount To
Securities To Be Be Registered Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Registered (1) Price Per Share (2) Offering Price (2) Registration Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, par 250,000 $22.94 $5,735,000 $613.65
value $.25
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(1) The Registration Statement also covers an indeterminate number of additional
shares of Common Stock which may become issuable pursuant to anti-dilution and
adjustment provisions of the options.
(2) Based upon the exercise price per share of the option.
EXPLANATORY NOTE
This Registration Statement relates to the registration of 250,000 shares
of Common Stock, par value $.25 per share, of Griffon Corporation (the
"Registrant") reserved for issuance upon the exercise of options granted by the
Registrant to Eric P. Edelstein on March 1, 2005. Mr. Edelstein holds options to
purchase an aggregate 250,000 shares of Common Stock at an exercise price of
$22.94 per share, the closing price of the Common Stock on the New York Stock
Exchange on the date of grant. The options have a term of seven years and were
issued by the Registrant in order to induce Mr. Edelstein to enter into an
employment agreement with the Registrant.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference the documents listed below.
In addition, all documents and reports subsequently filed by the Registrant with
the Securities and Exchange Commission pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act of 1934 prior to the filing of a post-effective
amendment to this Registration Statement, which indicates that all securities
offered hereby have been sold or which deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document that also
is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed
to constitute a part of this Registration Statement, except as modified or
superseded.
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 2005;
(2) The Registrant's Proxy Statement dated December 28, 2005 for its 2006
Annual Meeting of Stockholders;
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(3) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
December 31, 2005;
(4) The Registrant's Current Report on Form 8-K (Date of Report: November
3, 2005) filed on November 3, 2005;
(5) The Registrant's Current Report on Form 8-K (Date of Report: November
3, 2005) filed on November 8, 2005;
(6) The Registrant's Current Report on Form 8-K (Date of Report: December
15, 2005) filed on December 20, 2005;
(7) The Registrant's Current Report on Form 8-K (Date of Report: February
3, 2006) filed on February 3, 2006;
(8) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, dated January 19,
1993, including any amendment(s) or report(s) filed for the purpose of
updating such description; and
The Company will provide without charge to each person to whom a copy of
this Registration Statement is delivered, upon the written or oral request of
such person, a copy of any or all of the documents incorporated by reference
(except for exhibits thereto unless specifically incorporated by reference
therein). Requests for such copies should be directed to the Secretary, Griffon
Corporation, 100 Jericho Quadrangle, Suite 224, Jericho, New York 11753, (516)
938-5544.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Edward I. Kramer is a member of the law firm of Kramer, Coleman, Wactlar &
Lieberman, P.C. ("KCW&L"), counsel to the Registrant. As of January 20, 2006,
Mr. Kramer beneficially owns 86,402 shares of Common Stock of the Registrant,
which includes 326 shares owned by Mr. Kramer's wife, 5,926 shares allocated to
Mr. Kramer under Kramer, Coleman, Wactlar & Lieberman, P.C.'s Profit Sharing
Plan (but excluding the other shares held by the Profit Sharing Plan), and
options exercisable within 60 days to purchase 50,000 shares of Common Stock of
the Registrant granted to Mr. Kramer pursuant to the Registrant's various stock
option plans.
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Item 6. Indemnification of Directors and Officers.
Under the provisions of the Certificate of Incorporation and By-Laws of the
Registrant, each person who is or was a director or officer of the Registrant
shall be indemnified by the Registrant as of right to the fullest extent
permitted or authorized by the General Corporation Law of Delaware.
Under such law, to the extent that such person is successful on the merits
of defense of a suit or proceeding brought against him by reason of the fact
that he is a director or officer of the Registrant, he shall be indemnified
against expenses (including attorneys' fees) reasonably incurred in connection
with such action.
If unsuccessful in defense of a third-party civil suit or a criminal suit
is settled, such a person shall be indemnified under such law against both (1)
expenses (including attorneys' fees) and (2) judgments, fines and amounts paid
in settlement if he acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the Registrant, and with
respect to any criminal action, had no reasonable cause to believe his conduct
was unlawful.
If unsuccessful in defense of a suit brought by or in the right of the
Registrant, or if such suit is settled, such a person shall be indemnified under
such law only against expenses (including attorneys' fees) incurred in the
defense or settlement of such suit if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant except that if such a person is adjudicated to be liable in such suit
for negligence or misconduct in the performance of his duty to the Registrant,
he cannot be made whole even for expenses unless the court determines that he is
fairly and reasonably entitled to be indemnified for such expenses.
The officers and directors of the Registrant are covered by officers' and
directors' liability insurance. The Registrant has entered into Indemnification
Agreements with its directors and officers. The Agreements provide for
reimbursement for all direct and indirect costs of any type or nature whatsoever
(including attorneys' fees and related disbursements) actually and reasonably
incurred in connection with either the investigation, defense or appeal of a
Proceeding, as defined, including amounts paid in settlement by or on behalf of
an Indemnitee, as defined.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1. Non-Qualified Stock Option Agreement
5.1. Opinion and consent of Kramer, Coleman, Wactlar & Lieberman, P.C.
23.1. Consent of Kramer, Coleman, Wactlar & Lieberman, P.C. - included in
their opinion filed as Exhibit 5.1
23.2. Consent of PricewaterhouseCoopers LLP
24. Powers of Attorney - included in signature page hereof
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Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
Provided, however, That:
(A) Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the
registration statement is on Form S-8 (ss. 239.16b of this chapter), and the
information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission by
the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by
reference in the registration statement; and
(B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of his section do not
apply if the registration statement is on Form S-3 (ss. 239.13 of this chapter)
or Form F-3 (ss. 239.33 of this chapter) and the information required to be
included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement, or is contained in a
form or prospectus filed pursuant to Rule 424(b) (ss. 230.424(b) of this
chapter) that is part of the registration statement.
(2) That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
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(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against policy
as expressed in the Act and will be governed by final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jericho, State of New York, on February 9, 2006.
GRIFFON CORPORATION
By: /s/ Harvey R. Blau
------------------------------
Harvey R. Blau
Chairman and Chief Executive Officer
(Principal Executive Officer)
Each person whose signature appears below constitutes and appoints Harvey
R. Blau and Eric P. Edelstein, and each of them, with full power of
substitution, his true and lawful attorney-in-fact and agents to do any and all
acts and things in his name and on his behalf in his capacities indicated below
which they or either of them may deem necessary or advisable to enable Griffon
Corporation to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in connection with this Registration Statement including specifically, but not
limited to, power and authority to sign for him in his name in the capacities
stated below, any and all amendments (including post-effective amendments)
thereto, granting unto said attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in such connection, as fully to all intents and purposes as we might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Signature Title Date
/s/Harvey R. Blau 2/9/2006
------------------------ Chairman and Chief Executive Officer -------------
Harvey R. Blau (Principal Executive Officer)
/s/Eric P. Edelstein Executive Vice President and Chief 2/9/2006
------------------------ Financial Officer (Principal Financials -------------
Eric P. Edelstein and Accounting Officer)
/s/Patrick L. Alesia Vice President, Treasurer and Secretary 2/9/2006
------------------------ -------------
Patrick L. Alesia
/s/Henry A. Alpert Director 2/9/2006
------------------------ -------------
Henry A. Alpert
/s/ Bertrand M. Bell Director 2/9/2006
------------------------ -------------
Bertrand M. Bell
/s/ Blaine V. Fogg Director 2/9/2006
------------------------ -------------
Blaine V. Fogg
/s/Robert G.Harrison Director 2/9/2006
------------------------ -------------
Robert G. Harrison
/s/ Clarence A. Hill, Jr. Director 2/9/2006
------------------------ -------------
Clarence A. Hill, Jr.
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/s/Ronald J. Kramer Director 2/9/2006
------------------------ -------------
Ronald J. Kramer
/s/Donald J. Kutyna Director 2/9/2006
------------------------ -------------
Donald J. Kutyna
Director
------------------------ -------------
James W. Stansberry
/s/Martin S. Sussman Director 2/9/2006
------------------------ -------------
Martin S. Sussman
/s/William H. Waldorf Director 2/9/2006
------------------------ -------------
William H. Waldorf
/s/Joseph J. Whalen Director 2/9/2006
------------------------ -------------
Joseph J. Whalen
/s/Lester L. Wolff Director 2/9/2006
------------------------ -------------
Lester L. Wolff
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