aero8k-722008.htm
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): July 2, 2008
AEROGROW
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-50888
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46-0510685
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification
No.)
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6075
Longbow Dr. Suite 200, Boulder, Colorado
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80301
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
Telephone Number, Including Area Code: (303) 444-7755
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions:
r Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
r Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
r Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
r 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 Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
On
July 2, 2008, AeroGrow International, Inc. (the “Company”) announced the
appointment of Linda Graebner, Peter Michel, Suresh Kumar, and Michael Dingman
(the “New Directors”) to its Board of Directors (the “Board”). The
New Directors were elected on July 2, 2008, and will assume their positions on
the Board on July 2, 2008. Linda Graebner and Peter Michel will serve
on the Governance Committee of the Board. Suresh Kumar and Michael
Dingman will serve on the Board’s Audit Committee and Mr. Dingman will serve as
the Chairman of that Committee.
In connection with the service of the
New Directors, the Company and the New Directors have agreed to the following
terms: Each New Director is required to attend four regularly
scheduled board meetings and occasional special meetings. As
compensation for their service, each New Director will receive $5,000 annually
for general service, $1,000 (plus the cost of travel) for each regular and
special board meeting attended, and options to purchase 18,000 shares of Common
Stock of the company. New Directors serving as members of the Board’s
Governance and Audit Committees will receive an additional grant of options to
purchase 2,000 and 3,000 shares of Common Stock of the Company,
respectively. The price of the options was set on July 2, 2008, at
$2.03. The options are exercisable within five years of the date of grant
and vest pro rata on a monthly basis over 12 months. The Company
further agreed to maintain a Directors and Officers insurance policy of $10
million through the first term of service. The Company and the New
Directors reached this Agreement on July 2, 2008.
As additional compensation for their
service, the Company entered into an Indemnification Agreement with each New
Director on July 2, 2008 (the “Agreement”). Under
the Agreement, the Company agreed to indemnify each New Director against losses
actually and reasonably incurred by such New Director as a result of such New
Director’s service to the Company, unless the Company establishes that such New
Director did not act in good faith and in the best interests of the Company,
and, with respect to any criminal action or proceeding, had reasonable cause to
believe his or her conduct was unlawful.
Item
7.01. Regulation FD Disclosure.
The Company issued a press release on
July 2, 2008, announcing the appointment of the New Directors. A copy
of the press release is furnished as Exhibit 99.1 to this Current Report on Form
8-K.
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits. The
following exhibit is furnished with this Current Report on Form
8-K:
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Exhibit
No.
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Description
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99.1
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The information contained in Exhibit
99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, and shall not be deemed incorporated by
reference in any filing with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 or the Securities Act of 1933, whether made
before or after the date hereof and irrespective of any general incorporation
language in any filings.
Portions of this report may constitute
“forward-looking statements” as defined by federal law. Although the Company
believes any such statements are based on reasonable assumptions, there is no
assurance that actual outcomes will not be materially different. Any such
statements are made in reliance on the “safe harbor” protections provided under
the Private Securities Litigation Reform Act of 1995. Additional information
about issues that could lead to material changes in the Company’s performance is
contained in the Company’s filings with the Securities and Exchange
Commission.
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.
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AeroGrow
International, Inc.
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By:
/s/ Jervis B.
Perkins
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Jervis
B. Perkins
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President
and Chief Executive Officer
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DATED: July
2, 2008
EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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