-----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, FKUUjY5J3f5/m1xDQSmbQE81WS31iTYIK18YndqVF4hXuyiqCG0OOxB+mhwp11Im Zx8zMmLQIASZejMrt3CghQ== 0001185185-10-000644.txt : 20100526 0001185185-10-000644.hdr.sgml : 20100526 20100526155629 ACCESSION NUMBER: 0001185185-10-000644 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100521 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20100526 DATE AS OF CHANGE: 20100526 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: 10859637 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 aerogrow8k052610.htm aerogrow8k052610.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): May 21, 2010


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


Nevada
001-33531
46-0510685
(State or Other Jurisdiction of
(Commission File Number)
(I.R.S. Employer
Incorporation)
  
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:
 
 
   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 (17 CFR 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 1.01.  Entry into a Material Definitive Agreement

On May 21, 2010, AeroGrow International, Inc. (the “Company”) and First Western Trust Bank (“FWTB”) executed a business loan agreement and related promissory note (the “FWTB Line of Credit”).  The FWTB Line of Credit provides for loans by FWTB to the Company of up to a maximum of $2 million at any given time, subject to the Company maintaining an equivalent amount of cash on deposit in a restricted account at FWTB.  Loans under the FWTB Line of Credit bear interest at a fixed rate of 2.0% per annum.  In addition, the Company paid FWTB an origination fee of $2,500.  The terms and conditions of the FWTB Line of Credit include limitations on the Company incurring additional debt and paying dividends on the Company’s stock without the consent of FWTB.&# 160; In the event of a default under the FWTB Line of Credit, FWTB has the option to declare any loans outstanding immediately due and payable.  The FWTB Line of Credit has a maturity date of May 20, 2011.

On May 21, 2010, the Company, FWTB and Jack J. Walker, the Company’s Chairman and CEO, as guarantor, executed a business loan agreement and related promissory note (the “FWTB Term Loan”) for a four-year loan in an initial principal amount of $1 million.  The FWTB Term Loan is secured by a lien on the Company’s assets.  In addition, Mr. Walker provided a guaranty of all Company obligations relating to the FWTB Term Loan.  The FWTB Term Loan bears interest at a fixed rate of 7.25% per annum and the Company paid a $12,500 origination fee to FWTB.  The Company will make equal monthly payments of principal/interest over the four-year term of the FWTB Term Loan, which has a final maturity date of May 21, 2014.  The terms and conditions of the FWTB Term Loan inclu de limitations on the Company incurring additional debt and paying dividends on the Company’s stock without the consent of FWTB.  In the event of a default under the FWTB Term Loan, FWTB has the option to declare the loan immediately due and payable.

Proceeds from the FWTB Term Loan were used to repay, in full, the Company’s $673,600 obligation to FCC, LLC d/b/a First Capital (“FCC”), and the revolving credit facility previously extended by FCC to the Company was terminated on May 24, 2010.  Proceeds from the FWTB Term Loan were also used, along with other funds of the Company, to repay, in full, the Company’s $511,647 obligation to First National Bank of Colorado on May 24, 2010.




 
 
 



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.
  
     
 
By:  /s/ H. MacGregor Clarke                 
 
 
H. MacGregor Clarke
  
 
Chief Financial Officer and Treasurer
  


DATED:  May 26, 2010
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