Unassociated Document
 
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): December 15, 2009

GRIFFON CORPORATION
 (Exact Name of Registrant as Specified in Charter)

         
Delaware
  
1-6620
  
11-1893410
(State or Other Jurisdiction of
Incorporation or Organization)
  
(Commission
File Number)
  
(I.R.S. Employer
Identification No.)

712 Fifth Avenue, 18th Floor
New York, New York
  
10019
(Address of Principal Executive Offices)
  
(Zip Code)

(212) 957-5000
(Registrant’s telephone number, including area code)

Not Applicable
(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):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
Item 8.01. Other Events
 
On December 15, 2009, Griffon Corporation (the “Company”) issued a press release announcing its intention to offer, subject to market and other conditions, $100 million in aggregate principal amount of its Convertible Subordinated Notes due 2017 (the “Notes”) in a private placement solely to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.  The Company also announced that it expects to grant to the initial purchasers a 30-day option to purchase up to an additional $15 million aggregate principal amount of the Notes solely to cover overallotments.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Forward-Looking Statements
 
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: All statements other than statements of historical fact included in this Current Report on Form 8-K (the “Current Report”), including without limitation statements regarding the Company’s financial position, business strategy and the plans and objectives of the Company’s management for future operations, are forward-looking statements. When used in this Current Report, words such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, and similar expressions, as they relate to the Company or its management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company’s management, as well as assumptions made by and information currently available to the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including, but not limited to, statements regarding the Company’s anticipated offering, including the amount and terms of the Convertible Notes. The proposed offering is subject to market conditions and the Company cannot assure that the offering will be completed on favorable terms, if at all. Such statements reflect the views of the Company with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the operations, results of operations, growth strategy and liquidity of the Company as previously disclosed in the Company’s filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements. The Company does not undertake to release publicly any revisions to these forward-looking statements to reflect future events or circumstances or to reflect the occurrence of unanticipated events.
 
Item 9.01. Financial Statements and Exhibits
 
          (d)      Exhibits       
 
Exhibit 
    
Number 
  
Exhibit Title 
 
99.1 
  
Press release dated December 15, 2009

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SIGNATURE

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.
 
 
Dated: December 15, 2009
 GRIFFON CORPORATION  
       
 
By:
/s/ Douglas J. Wetmore  
    Name: Douglas J. Wetmore  
    Title: Executive Vice President and Chief Financial Officer  
       

 
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EXHIBIT INDEX
 
 
Exhibit 
    
Number 
  
Exhibit Title 
 
99.1 
  
Press release dated December 15, 2009

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