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):  May 13, 2016

 

GRIFFON CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware 1-06620 11-1893410
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)

 

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)

 

(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:

[  ]   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-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

Item 7.01. Regulation FD Disclosure

 

On May 13, 2016, Griffon Corporation (the “Company”) issued a press release announcing the commencement of an add-on offering through a private placement, subject to market and other conditions, of $100 million in aggregate principal amount of senior notes due 2022. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Certain Information

 

Attached as Exhibit 99.2 hereto are selected portions of information from an offering memorandum that the Company expects to disclose to investors in connection with the private placement. There can be no assurance that the placement will be completed as described in the offering memorandum.

 

The information in this Current Report on Form 8-K as well as in Exhibit 99.1 and Exhibit 99.2 is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

 

 

Item 9.01.    Financial Statements and Exhibits

 

 

 99.1Press Release, dated May 13, 2016.
   
99.2Selected portions of information from an offering memorandum that the Company expects to disclose to investors in connection with its private placement.

 

 

 

 

 

 

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.

 

       

 

GRIFFON CORPORATION

                 
                 
Date: May 13, 2016       By:  

  /s/ Seth L. Kaplan

                Seth L. Kaplan
               

Senior Vice President

 

 

 

 

 

 

 

 

 

 

 

                 
                 

 

 

 

 

EXHIBIT INDEX

Exhibit Number Exhibit Title
99.1 Press Release, dated May 13, 2016.
99.2 Selected portions of information from an offering memorandum that the Company expects to disclose to investors in connection with its private placement.