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: May 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
______________________________________________________________________________
(Former name or former address, if changed since last report.)
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-(b))
_ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 3, 2005, the Board of Directors of Griffon Corporation (the
"Registrant") amended Section 2.3(c ) of the Registrant's 2001 Stock Option Plan
to provide the Compensation Committee of the Board of Directors with full
discretion to determine the vesting of any stock option granted under the terms
of the 2001 Stock Option Plan. The Board of Directors determined that such
flexibility is advisable due to the recent changes in the accounting treatment
of stock options. A copy of the 2001 Stock Option Plan, as amended, is attached
as Exhibit 10.1 hereto.
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On May 3, 2005, the Registrant issued a press release announcing the
Registrant's financial results for the fiscal quarter ended March 31, 2005. A
copy of the Registrant's press release is attached hereto as Exhibit 99.1.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(b) In connection with his retirement as an officer of the Registrant, Robert
Balemian has resigned as a member of the Board of Directors effective May 1,
2005. In addition, Abraham Buchman has resigned as a member of the Board of
Directors of the Registrant effective May 2, 2005.
(d) On May 3, 2005, upon the recommendation of the Nominating and Governance
Committee of the Board of Directors, the Board of Directors appointed Blaine V.
Fogg as a member of the Board of Directors to fill one of the vacancies reported
under Item 5.02(b), above. Mr. Fogg was also appointed to the Ethics Committee
of the Board of Directors upon the recommendation of the Nominating and
Governance Committee.
There is no arrangement or understanding between Mr. Fogg and any other person
pursuant to which Mr. Fogg was appointed as a director of the Registrant.
There were no transactions or series of transactions since the beginning of
Registrant's last fiscal year, or any currently proposed transaction or series
of transactions to which the registrant was a party in which the amount exceeds
$60,000 and in which Mr. Fogg has a direct or indirect material interest.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) 10.1 Griffon Corporation 2001 Stock Option Plan, as amended
99.1 Press Release dated May 3, 2005
The information filed as exhibit 99.1 to this Form 8-K is being furnished
in accordance with Item 2.02 and shall not be deemed to be "filed" for the
purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of such section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
SIGNATURES
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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/Eric Edelstein
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Eric Edelstein, Executive Vice President
Date: May 3, 2005
EXHIBIT INDEX
10.1 Griffon Corporation 2001 Stock Option Plan, as amended
99.1 Press Release dated May 3, 2005