-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F1DB+pYh/BhzQvFJqL7ubK1C3B3EbnxJAsZ5tvJX0cszCKbqREo5D7+wroKgInBi JBerXUH0bd/SJ4XveMO5+w== 0001185185-09-000677.txt : 20090715 0001185185-09-000677.hdr.sgml : 20090715 20090715141541 ACCESSION NUMBER: 0001185185-09-000677 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090713 ITEM INFORMATION: Termination of a Material Definitive Agreement FILED AS OF DATE: 20090715 DATE AS OF CHANGE: 20090715 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AeroGrow International, Inc. CENTRAL INDEX KEY: 0001316644 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-BUILDING MATERIALS, HARDWARE, GARDEN SUPPLY [5200] IRS NUMBER: 460510685 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33531 FILM NUMBER: 09945650 BUSINESS ADDRESS: STREET 1: 6075 LONGBOW DRIVE STREET 2: SUITE 200 CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 303-444-7755 MAIL ADDRESS: STREET 1: 6075 LONGBOW DRIVE STREET 2: SUITE 200 CITY: BOULDER STATE: CO ZIP: 80301 8-K 1 aerogrow-8k71509.htm aerogrow-8k71509.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 13, 2009


AEROGROW INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)


Nevada
000-50888
46-0510685
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
  
 
 
6075 Longbow Dr. Suite 200, Boulder, Colorado
80301
  
 
(Address of Principal Executive Offices)
(Zip Code)
  

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 1.02.  Termination of a Material Definitive Agreement.

On Wednesday, July 8, 2009, in light of the Company’s recently completed recapitalization the Board of Directors of AeroGrow International, Inc. (the “Company”) decided to request the consent of the Covered Executives (as defined below) to terminate the Company’s Liquidity Performance Award Plan (the “Plan”), which provided compensation to certain executives (the “Covered Executives”) in the event of a Company Sale (as such term is defined in the Plan) if certain conditions were met.  According to the terms and conditions of the Plan, any amendment to, or termination of, the Plan requires the consent of a majority in interest of the current Covered Executives.  The Covered Executives provided such consent on July 13, 2009.

Under the Plan, the Covered Executives would have qualified for a payment (an “Award”) if (a) the value of all cash, securities, and other consideration actually received by the holders of the Company’s outstanding capital stock in connection with the Company Sale was $2,000,000 or more, and (b) the Covered Executive was employed by the Company at the time of the Company Sale.    All Awards were to be reduced by any proceeds received by a Covered Executive in respect of Company stock options held by such Covered Executive.  The aggregate maximum amount payable to all participants under the Plan was $500,000.  Under the Plan’s formula, the following Covered Executives were eligible for the listed Awards:

Jervis B. Perkins
President and Chief Executive Officer
$150,000
H. MacGregor Clarke
Chief Financial Officer and Treasurer
$100,000
Jeffrey M. Brainard
Vice President of Sales
$50,000
All other participants (in aggregate)
  
$200,000


 
 
 
 

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.

 
 
  AeroGrow International, Inc.  
       
Date: July 15, 2009
By:
 /s/ Jervis B. Perkins                                
    Jervis B. Perkins  
    President and Chief Executive Officer  
       

 
 

 


 
 
 

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