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, 2005
GRIFFON CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 1-6620 11-1893410
(State or Other (Commission (I.R.S. Employer
Jurisdiction File Number) Identification Number)
of Incorporation)
100 Jericho Quadrangle Jericho, Suite 224, New York 11753
(Address of Principal Executive Offices) (Zip Code)
(516) 938-5544
(Registrant's telephone number, including area code)
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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 (17CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On December 15, 2005, Griffon Corporation (the "Company") and Telephonics
Corporation, a subsidiary of the Company ("Telephonics" and, together with the
Company, the "Borrowers"), entered into a credit agreement (the "Credit
Agreement") with JPMorgan Chase Bank, N.A., as administrative agent, and the
lenders party thereto (the "Lenders") pursuant to which the Lenders agreed to
provide the Borrowers with a five-year senior secured multicurrency revolving
credit facility in the amount of up to $150,000,000 (with a sublimit of
$45,000,000 for extensions of credit to Telephonics). Commitments under the
Credit Agreement may be increased by $50,000,000 under certain circumstances
upon request of the Company. Borrowings under the Credit Agreement bear interest
at rates based upon LIBOR or the prime rate and are collateralized by stock of a
subsidiary of the Company. The Credit Agreement contains certain restrictive and
financial covenants. Upon the occurrence of certain events of default specified
in the Credit Agreement, amounts due under the Credit Agreement may be declared
immediately due and payable.
The Credit Agreement replaces an existing loan agreement dating from
October 2001 and refinanced $60 million of borrowings under such agreement. The
proceeds of new borrowings under the Credit Agreement are intended to be used
for general corporate purposes, including share repurchases and acquisitions.
For more information regarding the credit facility, reference is made to
the Credit Agreement and Pledge Agreement attached hereto as Exhibits 10.1 and
10.2 and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated by reference into
this Item 2.03.
Item 9.01. Exhibits.
(d) Exhibits.
10.1. Credit Agreement, dated December 15, 2005, among Griffon Corporation,
Telephonics Corporation, the Lenders party thereto and JPMorgan Chase
Bank, N.A., as administrative agent
10.2. Pledge Agreement, dated December 15, 2005, between Griffon Corporation
and JPMorgan Chase Bank, N.A., as administrative agent
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 and
Chief Financial Officer
Date: December 16, 2005
Exhibit Index
10.1. Credit Agreement, dated December 15, 2005, among Griffon Corporation,
Telephonics Corporation, the Lenders party thereto and JPMorgan Chase
Bank, N.A., as administrative agent
10.2. Pledge Agreement, dated December 15, 2005, between Griffon Corporation
and JPMorgan Chase Bank, N.A., as administrative agent