8-K

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): March 7, 2008

AMERICAN VANGUARD CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-13795	95-2588080
(State or other jurisdiction of incorporation)	Commission File Number	(I.R.S. Employer Identification No.)

4695 MacArthur Court

Newport Beach, California 92660

(Address of principal executive offices)

Registrant’s telephone number: (949) 260-1200

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 7, 2008 the Board of Directors (the “Board”) of American Vanguard Corporation appointed David T. Johnson to the position of Chief Financial Officer and designated him principal financial officer and an executive officer. Until that date, the title of Chief Financial Officer had been held by James A. Barry. On that same date, the Board appointed Mr. Barry to the position of Chief Administrative Officer, Treasurer and Assistant Secretary. On March 10, 2008, the Corporation issued a press release announcing this change. The full text of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Mr. Johnson is 51 years of age. He was selected by the Corporation through a retained search and had no arrangement or understanding with any member of the Board regarding his appointment. He has had no transactions with any related person at the Corporation since the beginning of the Corporation’s last fiscal year, nor does he have any family relationship with any director or executive officer of the Corporation. He has held positions in finance over the course of the past 25 years. Over the past five years, Mr. Johnson has served in positions of increasing responsibility, culminating in that of Finance Director for Amcor Flexibles UK Ltd., a $400 million manufacturer of decorative packaging and a subsidiary of Amcor, an Australia-based multinational corporation.

Effective March 7, 2008, the Corporation entered into an Employment Agreement with Mr. Johnson which contains the following material terms: one year term; annual base salary of $240,000; in the event of termination without cause during the term of the agreement or the second full year of employment, Mr. Johnson will receive as severance pay an amount equal to his annual base salary. In addition, on March 7, 2008, Mr. Johnson was awarded incentive stock options to purchase 6,779 shares of common stock with a strike price of $14.75 per share, which options will vest in equal tranches on each of the first, second and third anniversary of the date of award as per the terms of an Incentive Stock Option Agreement. Finally, the Corporation and Mr. Johnson entered into a Change in Control Severance Agreement dated March 7, 2008 which provides, among other things, that if during the Change in Control Period (which expires December 31, 2008), there is a Change of Control (as defined therein) and the Corporation terminates Mr. Johnson’s employment without cause, then he will be entitled to receive (subject to the terms thereof) two times his base annual salary, continuation of medical benefits for 24 consecutive months, and an acceleration of his options or rights to acquire securities of the Corporation.

The information contained in this Current Report on Form 8-K, including the Exhibits attached hereto, is being furnished under Items 5.02, 5.03 and 8.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The Board of Directors of the Corporation has approved an amendment to the Corporation’s Amended and Restated Bylaws (the “Bylaws”) effective March 31, 2008 to allow for the Company’s shares of stock to be uncertificated and, as such, to be eligible for participation in a direct registration system (“DRS”). The Bylaws previously stated that every holder of stock of the Company was entitled to a certificate. The amendment to the Bylaws is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 8.01 Other Events

On March 10, 2008, American Vanguard Corporation issued a press release announcing that its Board had declared a cash dividend of $0.05 per share of common stock to be distributed on April 15, 2008 to shareholders of record as of March 31, 2008. The full text of that press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1	Press release dated March 10, 2008 of American Vanguard Corporation concerning the appointment of a new Chief Financial Officer.
Exhibit 99.2	Amendment to the Corporation’s Amended and Restated Bylaws.
Exhibit 99.3	Press release dated March 10, 2008 of American Vanguard Corporation concerning the declaration of a cash dividend.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, American Vanguard Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AMERICAN VANGUARD CORPORATION
Date: March 11, 2008	By:	/s/ Timothy J. Donnelly
		Timothy J. Donnelly
		Vice President, General Counsel & Secretary

INDEX TO EXHIBITS

Exhibit No.	Description
Exhibit 99.1	Press release dated March 10, 2008 of American Vanguard Corporation concerning the appointment of a new Chief Financial Officer.
Exhibit 99.2	Amendment to American Vanguard Corporation’s Amended and Restated Bylaws.
Exhibit 99.3	Press release dated March 10, 2008 of American Vanguard Corporation concerning the declaration of a cash dividend.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

AMERICAN VANGUARD STRENGTHENS FINANCIAL MANAGEMENT TEAM

Newport Beach, CA – March 10, 2008 – American Vanguard Corporation (NYSE:AVD) today announced that it has appointed David T. Johnson as Chief Financial Officer and that James A. Barry, the Company’s CFO for the past 22 years, will continue with the Company in his new role as Chief Administrative Officer, Treasurer and Assistant Secretary, effective immediately.

Mr. Johnson’s extensive experience includes over 20 years of financial management for a number of prominent multinational corporations including, Director of Finance for Amcor Flexibles UK Ltd. (a $500 million manufacturer of decorative packaging and subsidiary of Amcor, a multibillion dollar corporation based in Australia) and VP of Finance for Sterer Engineering, a subsidiary of Eaton Aerospace (an $8.5 billion Cleveland based multinational company). During his career, he has demonstrated capabilities in financial control, operational improvement, systems integration, strategic planning, and personnel management and development. His international experience in specialty chemicals, aerospace components, and packaging / distribution includes both corporate headquarters and line manufacturing environments.

Mr. Barry, whose contributions in finance and accounting have been critical to the growth of American Vanguard over the past decade, will focus his efforts on a number of key objectives. His responsibilities include: maintaining the Company’s excellent banking relationships; overseeing the firm’s risk management and insurance programs; consolidating employee benefit administration; directing compliance with regulatory disclosure requirements; and refining processes used in budgeting.

Eric G. Wintemute, President & Chief Executive Officer of American Vanguard, commented, “We felt it was important to expand and strengthen our management team at this time since we anticipate significant domestic and international growth. We are pleased to have attracted a financial executive of David’s caliber to join our Company. His considerable experience overseas and his demonstrated skill set in financial management will play an important role in our development as a global player in the dynamic worldwide market for crop protection.”

Mr. Wintemute continued, “It is also a great pleasure to provide a new opportunity to Jim Barry, a member of our team who knows this Company intimately and whose efforts have been indispensable to American Vanguard’s progress-to-date. Jim’s new role is tailored to his key strengths in banking relationships, risk management, human resources, budgeting and regulatory disclosure.”

Mr. Wintemute concluded, “The combination of David’s many functional strengths and international experience with Jim’s inherent knowledge and administrative skills provides American Vanguard with the management leadership needed for a publicly-traded firm with significant growth potential. We are delighted to have both of them on our team and we are confident that our organization will benefit greatly from their contributions and collaboration.”

About American Vanguard

American Vanguard Corporation is a diversified specialty and agricultural products company that develops and markets products for crop protection and management, turf and ornamentals management and public and animal health. American Vanguard is included on the Russell 2000^® and Russell^® 3000 Indexes. To learn more about American Vanguard, please reference the Company’s web site at www.american-vanguard.com.

The Company, from time to time, may discuss forward-looking information. Except for the historical information contained in this release, all forward-looking statements are estimates by the Company’s management and are subject to various risks and uncertainties that may cause results to differ from management’s current expectations. Such factors include weather conditions, changes in regulatory policy and other risks as detailed from time-to-time in the Company’s SEC reports and filings. All forward-looking statements, if any, in this release represent the Company’s judgment as of the date of this release.

CONTACT:	-OR-	AVD’S INVESTOR RELATIONS FIRM
American Vanguard Corporation		The Equity Group Inc.
William A. Kuser, Director of Investor Relations		www.theequitygroup.com
(949) 260-1200		Lena Cati (212) 836-9611 Lcati@equityny.com
williamk@amvac-chemical.com		Linda Latman (212) 836-9609 Llatman@equityny.com

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EX-99.2

Exhibit 99.2

ARTICLE VII

Stock

Section 7.01 CERTIFICATES. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution that any or all classes of its stock may be uncertificated shares. Any such resolution shall not apply to shares represented by certificates until any such certificate is surrendered to the Corporation. Each holder of stock represented by certificates shall be entitled to a certificate or certificates which shall represent and certify the number and class (and series, if appropriate) of shares of stock owned by him in the Corporation. Each certificate shall be signed in the name of the Corporation by the Chairman of the Board and the President, together with the Secretary or Assistant Secretary. Any or all of the signatures on any certificate may be facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were an officer, transfer agent, or registrar at the date of issue.

Section 7.02 TRANSFER OF SHARES. Shares of stock shall be transferable on the books of the Corporation only by the holder thereof, in person or by his duly authorized attorney, upon the surrender of the certificate representing the shares to be transferred, properly endorsed, to the Corporation’s registrar if the Corporation has a registrar or, if uncertificated, by a written assignment or power of attorney properly executed, and with such proof of authority or authenticity of signature as the Corporation or its transfer agent may reasonably require. The Board shall have power and authority to make such other rules and regulations concerning the issue, transfer and registration of certificates of the Corporation’s stock as it may deem expedient.

EX-99.3

Exhibit 99.3

FOR IMMEDIATE RELEASE

AMERICAN VANGUARD DECLARES $0.05 SEMIANNUAL CASH DIVIDEND

Newport Beach, CA – March 10, 2008 – American Vanguard Corp. (NYSE:AVD) today announced that its Board of Directors declared a cash dividend of $0.05 per share. The dividend will be distributed on April 15, 2008 to shareholders of record as of March 31, 2008.

Eric Wintemute, President and CEO of American Vanguard, stated, “We are pleased to declare this dividend, which reflects management’s and the Board’s continued confidence in American Vanguard’s long-term prospects as well as our continued commitment to share the Company’s performance with shareholders.”

Five-year Historical Cash Dividends

Year	April(1)		October(1)		Total(1)
2007	$	0.040	$	0.030	$	0.070
2006	$	0.053	$	0.030	$	0.083
2005	$	0.041	$	0.023	$	0.064
2004	$	0.030	$	0.019	$	0.049
2003	$	0.022	$	0.013	$	0.035

(1) As adjusted for stock splits.

About American Vanguard

American Vanguard Corporation is a diversified specialty and agricultural products company that develops and markets products for crop protection and management, turf and ornamentals management and public and animal health. The Company’s basic strategy is to acquire brand name, niche product lines from larger companies that divest mature products to focus on newly discovered molecules. American Vanguard is included on the Russell 2000^® and Russell^® 3000 Indexes. To learn more about American Vanguard, please reference the Company’s web site at www.american-vanguard.com.

The Company, from time to time, may discuss forward-looking information. Except for the historical information contained in this release, all forward-looking statements are estimates by the Company’s management and are subject to various risks and uncertainties that may cause results to differ from management’s current expectations. Such factors include weather conditions, changes in regulatory policy and other risks as detailed from time-to-time in the Company’s SEC reports and filings. All forward-looking statements, if any, in this release represent the Company’s judgment as of the date of this release.

CONTACT:	-OR-	AVD’S INVESTOR RELATIONS FIRM
American Vanguard Corporation		The Equity Group Inc.
William A. Kuser, Director of Investor Relations		www.theequitygroup.com
(949) 260-1200		Lena Cati (212) 836-9611
williamk@amvac-chemical.com		Lcati@equityny.com
		Linda Latman (212) 836-0609
		Llatman@equityny.com

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