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 6, 2009

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 2.02 Results of Operations and Financial Condition

On March 9, 2009 American Vanguard Corporation issued a press release announcing its financial results for the quarter and year ended December 31, 2008. The full text of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Current Report on Form 8-K, including the Exhibits attached hereto, is being furnished under Items 2.02, 5.02 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

On March 6, 2009, the Board of Directors of American Vanguard Corporation made awards of restricted stock to the principal executive officer, principal financial officer and named executive officers in the following amounts: Eric G. Wintemute – 22,165 shares; David T. Johnson – 6,803 shares; Glen Johnson – 7,369 shares; Chris Hildreth – 3,401 shares; and Doug Ashmore – 6,803 shares. The shares were issued subject to the terms of a Restricted Stock Agreement under which one hundred percent (100%) of the shares vest on the third anniversary of the award date but are subject to forfeiture in the event that the recipient’s employment with the Corporation ceases for any reason prior to such vesting date.

Item 8.01 Other Events

On March 9, 2009, American Vanguard Corporation issued a press release announcing that its Board of Directors had declared a cash dividend of $0.05 per share to be distributed on April 15, 2009 to shareholders of record as of March 31, 2009. The full text of that press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

On March 6, 2009, the Board of Directors of American Vanguard Corporation determined that, pursuant to Article II, Section 2.01 of the By-Laws of American Vanguard Corporation (as revised and adopted March 31, 2008), the 2009 Annual Meeting of Stockholders will be held at 11:00 am PDT on Friday, June 5, 2009 at the Fairmont Hotel in Newport Beach, California and that the close of business on Friday, May 1, 2009, be the date of record for determination of stockholders having the right to vote at the Annual Meeting of Stockholders.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1	Press release dated March 9, 2009 of American Vanguard Corporation regarding fourth quarter and full-year 2008 results.
Exhibit 99.2	Press release dated March 9, 2009 of American Vanguard Corporation regarding declaration of semiannual 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 12, 2009	By:	/s/ Timothy J. Donnelly
		Timothy J. Donnelly
		Vice President, General Counsel & Secretary

INDEX TO EXHIBITS

Exhibit No.	Description
Exhibit 99.1	Press release of American Vanguard Corporation dated March 9, 2009 regarding fourth quarter and full-year 2008 results.
Exhibit 99.2	Press release of American Vanguard Corporation dated March 9, 2009 regarding declaration of semiannual dividend.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

AMERICAN VANGUARD REPORTS FOURTH QUARTER & FULL-YEAR 2008 RESULTS

Performance reflects continued increases in revenue, profit and shareholder equity driven by diverse market positions, international expansion, specialty product strength and conservative financial management

Newport Beach, CA – March 9, 2009 – American Vanguard Corporation (NYSE:AVD), today announced financial results for the fourth quarter and twelve month period ended December 31, 2008.

Fiscal 2008 Fourth Quarter Financial Highlights – versus Fiscal 2007 Fourth Quarter

• Net sales increased 3% to $71.1 million.

• Net income grew 5% to $ 7.9 million.

• Earnings per diluted share were $0.29, up from $0.28 in the prior year period.

Fiscal 2008 Twelve Month Financial Highlights – versus Fiscal 2007 Twelve Month performance

• Net sales increased 10% to a record $237.5 million.

• Net income rose 7% to a record $ 20.0 million.

• Earnings per diluted share were $0.73, compared with $0.68 earned during the prior year.

Eric Wintemute, President and CEO of American Vanguard, stated: “Our 2008 fourth quarter and full year performance has been driven by our participation in diverse domestic and international crop markets, the excellent performance of our non-crop specialty products segment and a continued emphasis on prudent operational and financial management. We continue to pursue a variety of initiatives to gain larger positions in key markets and geographic regions. We have maintained our traditionally high profit margins despite higher raw material costs by raising product prices where feasible and by continuing to focus on improving internal efficiencies and increasing capacity utilization at our domestic manufacturing facilities.”

Among the most important performance highlights of 2008:

• International sales continued to grow, led by significant gains in Canada, Mexico and Central America.

• Metam soil fumigant sales grew due to strong market demand, expanded coverage of the Southeast region and price increases needed to cover the higher cost of raw materials.

• New brand-name additions, such as Terraclor^® fungicides and Orthene^® insecticides, broadened our product offering and helped us further expand our participation in several key market segments.

• Non-crop specialty products improvement was aided by increased use of our mosquito adulticide Dibrom^®, following the strong hurricane activity that impacted several Gulf Coast states including Texas.

Mr. Wintemute concluded, “We are pleased that our quarterly and full year results continue to demonstrate the success of the American Vanguard business model. Our ability to acquire important product lines at reasonable prices and expand their usage is a proven contributor to our steady growth. We continue to seek attractive opportunities to acquire new product lines and expand our offerings. Our careful, step-wise expansion in international markets carries our expertise abroad without undue risk. Our outstanding domestic manufacturing capability affords excellent quality control, cost competitiveness and timely customer response. Given the many challenges of the current economic environment, we reiterate our intention to remain diligent in cost control, conservative in our investment outlays and collaborative with other industry participants to facilitate expansion of our established market position. Despite widespread economic uncertainty, we believe that the significant benefits we provide for enhancing agricultural productivity and improving crop quality will continue to be in demand and should fuel our growth potential in 2009 and beyond.”

Conference Call

Eric Wintemute, President and CEO and David Johnson, CFO, will conduct a conference call focusing on the financial results at 12:00 pm EDT / 9:00 am PDT on Monday, March 9, 2009. Interested parties may participate in the call by dialing 706-679-3155 – please call in 10 minutes before the call is scheduled to begin, and ask for the American Vanguard call (conference ID # 86429090). The conference call will also be webcast live via the News and Media section of the Company’s web site at
www.american-vanguard.com. To listen to the live webcast, go to the web site at least 15 minutes early to register, download and install any necessary audio software. If you are unable to listen live, the conference call will be archived on the Company’s web site.

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^® & Russell 3000^® Indexes and the Standard & Poors 600 Index. 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 the conference call referenced 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
williamk@amvac-chemical.com		Lcati@equityny.com
		(212) 836-9611

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands except earnings per share data)

	For the Three Months ended December 31						For the Year ended December 31
	2008			2007			2008			2007
Net sales	$	71,060		$	69,087		$	237,538		$	216,662
Cost of sales		40,063			38,162			136,407			120,932
Gross profit		30,997			30,925			101,131			95,730
Operating expenses		17,494			18,096			64,987			59,717
Operating income		13,503			12,829			36,144			36,013
Interest expense		955			923			4,300			5,731
Interest income		—			(111	)		(75	)		(214	)
Interest capitalized		(83	)		—			(254	)		(30	)
Income before income tax		12,631			12,017			32,173			30,526
Income tax expense		4,716			4,453			12,154			11,798
Net income	$	7,915		$	7,564			20,019		$	18,728
Earnings per common share	$	0.30		$	0.29		$	0.75		$	0.71
Earnings per common share - assuming dilution	$	0.29		$	0.28		$	0.73		$	0.68
Weighted average shares outstanding		26,803			26,409			26,638			26,307
Weighted average shares outstanding - assuming dilution		27,418			27,465			27,469			27,436

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

ASSETS

	Dec. 31, 2008		Dec. 31, 2007
Current assets:
Cash and cash equivalents	$	1,229	$	3,201
Receivables:
Trade		51,405		55,925
Other		563		645
		51,968		56,570
Inventories		90,626		63,455
Prepaid expenses		1,688		2,214
Total current assets		145,511		125,440
Property, plant and equipment, net		41,241		31,780
Intangible assets		93,179		85,318
Other assets		7,006		6,043
Total Assets	$	286,937	$	248,581

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

LIABILITIES AND STOCKHOLDERS’ EQUITY

	Dec. 31, 2008			Dec. 31, 2007
Current liabilities:
Current installments of long-term debt	$	7,706		$	4,106
Accounts payable		14,621			13,796
Accrued program costs		16,204			24,191
Accrued expenses and other payables		6,767			6,355
Income taxes payable		3,332			1,848
Total current liabilities		48,630			50,296
Long-term debt, excluding current installments		76,273			56,155
Deferred income taxes		6,091			2,391
Total liabilities		130,994			108,842
Commitments and contingent liabilities
Stockholders’ Equity:
Preferred stock, $.10 par value per share; authorized 400,000 shares; none issued					—
Common stock, $.10 par value per share; authorized 40,000,000 shares; issued 29,209,863 shares at December 31, 2008 and 28,650,829 shares at December 31, 2007		2,920			2,865
Additional paid-in capital		38,873			36,551
Accumulated other comprehensive income (loss)		(3,593	)		64
Retained earnings		120,896			103,004
		159,096			142,484
Less treasury stock, at cost, 2,260,996 shares at December 31, 2008 and 2,226,796 at December 31, 2007		(3,153	)		(2,745	)
Total stockholders’ equity		155,943			139,739
Total liabilities and shareholder’s equity	$	286,937		$	248,581

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

AMERICAN VANGUARD DECLARES $0.05 SEMIANNUAL CASH DIVIDEND

Newport Beach, CA – March 9, 2009 – 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, 2009 to shareholders of record as of March 31, 2009.

Eric Wintemute, President and CEO of American Vanguard, stated, “We are pleased to declare this semi-annual dividend, which continues our history of providing such returns to our shareholders. This dividend reflects the continued confidence that our management and Directors have in American Vanguard’s long-term prospects and supports our commitment to share the Company’s performance success directly with its shareholders.”

Historical Cash Dividends

Year	April(1)		October(1)		Total(1)
2009	$	0.050
2008	$	0.050	$	0.030	$	0.080
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 non-crop applications including public and animal health. American Vanguard is included on the Russell 2000^® & Russell 3000^® Indexes and the Standard & Poors 600 Index. 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. 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 in the Company’s SEC reports and filings. Any forward-looking statements in this release represent the Company’s best 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

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