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: March 1, 2005
(Date of earliest event reported)
Griffon Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-6620 11-1893410
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
100 Jericho Quadrangle, Jericho, New York 11753
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(Address of principal executive offices) (Zip Code)
(516) 938-5544
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(Registrant's telephone number including area code)
N/A
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(Former name or former address, if changed since last report.)
Item 1.01. Entry into a Material Definitive Agreement.
Effective March 1, 2005, Griffon Corporation (the "Registrant") entered
into an employment agreement with Mr. Eric Edelstein (the "Employment
Agreement") pursuant to which Mr. Edelstein became employed by the Registrant as
its Executive Vice President and Chief Financial Officer. The Employment
Agreement has a three-year term, provides for (i) a base salary of $500,000 per
year and (ii) a bonus equal to the difference between 1% of the consolidated
pre-tax earnings, as defined, of the Registrant and the base salary paid to Mr.
Edelstein. The bonus through fiscal 2006 will be at a minimum annual rate of
$350,000. Mr. Edelstein is entitled to receive severance payments upon the
termination of his employment under certain circumstances, as more fully set
forth in the Employment Agreement, a copy of which is filed as Exhibit 10.1
hereto.
In order to induce Mr. Edelstein to enter into the Employment Agreement,
the Registrant granted him an option (the "Option") to purchase 250,000 shares
of the Registrant's common stock at a price of $22.94 per share, the closing
price of the common stock on March 1, 2005. The option has a seven year term, is
fully vested and becomes exercisable as to 50% of the shares after one year and
as to 100% of the shares after two years. A copy of the option is filed as
Exhibit 10.2 hereto.
There is no material relationship between the Registrant and any of its
affiliates and Mr. Edelstein, other than in respect of the Employment Agreement
and the Option.
Item 9.01 Financial Statements and Exhibits.
(c) 10.1 Employment Agreement dated as of March 1, 2005 between Griffon
Corporation and Eric Edelstein
10.2 Non-Qualified Stock Option Agreement
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SIGNATURE
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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/Robert Balemian
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Robert Balemian, President
Dated: March 4, 2005
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Exhibit Index
10.1 Employment Agreement dated as of March 1, 2005 between Griffon
Corporation and Eric Edelstein
10.2 Non-Qualified Stock Option Agreement
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