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: December 7, 2010

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 1.01. Entry into a Material Definitive Agreement

AMVAC Chemical Corporation (“AMVAC”), a wholly-owned subsidiary of American Vanguard Corporation, entered into two definitive Sale and Purchase Agreements (the “Agreements”) dated December 7, 2010 with Bayer CropScience Aktiengesellschaft (“Bayer”). Pursuant to the terms and conditions of the Agreements, Bayer agreed to sell, and AMVAC agreed to purchase, assets constituting the insect product lines Mocap (globally) and Nemcur (globally except for Europe and Argentina); these assets include the active ingredient ethoprophos and fenamiphos, the trademarks Mocap^®, Nemacur^®, and Ultima^®, registrations and registration data, certain rights relating to manufacturing and formulation know-how, intellectual property rights and inventories as well as assets relating to Bayer’s Ultima closed delivery system.

The information contained in this Current Report on Form 8-K, including the Exhibit attached hereto, is being furnished under Items 1.01, 2.01, 8.01 and 9.01 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 2.01 Completion of Acquisition or Disposition of Assets

On December 7, 2010, AMVAC completed the acquisition of certain assets constituting the Mocap and Nemacur insecticide product lines from Bayer. The assets purchased by AMVAC are described in the disclosure under Item 1.01 above, which is incorporated herein by reference. The purchase price consideration (which was not disclosed) was determined by arms’ length negotiation between the parties. The parties have been involved in several commercial transactions over the past 10 years, the most recent of which was AMVAC’s acquisition of the tribufos product line from Bayer on July 21, 2010, as reported in the Company’s Form 8-K filed as of July 26, 2010.

Item 8.01 Other Events

On December 13, 2010, American Vanguard Corporation issued a press release announcing that AMVAC had entered into the Agreements and completed the acquisition of the Mocap and Nemacur product lines as more fully described above. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 Press release dated December 13, 2010 of American Vanguard Corporation.

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: December 13, 2010	By:	/S/    TIMOTHY J. DONNELLY
		Timothy J. Donnelly
		Chief Administrative Officer,
		General Counsel & Secretary

INDEX TO EXHIBITS

Exhibit No.	Description
Exhibit 99.1	Press release of American Vanguard Corporation dated December 13, 2010.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

American Vanguard Announces Acquisition of Major Insecticides from Bayer CropScience

Newport Beach, California – December 13, 2010 - American Vanguard Corporation (NYSE:AVD), today announced that its wholly-owned subsidiary, Amvac Chemical Corporation, has completed the acquisition of two insecticide product lines from Bayer CropScience, LLC. The first includes the global product line relating to the active ingredient Ethoprophos (sold under the trade name Mocap®) and the second includes the global (except for Europe and Argentina) product line Fenamiphos (sold under the trade name Nemacur®). Both product lines include registrations and data rights, rights relating to manufacturing and formulation know-how, inventories, the Ultima® packaging system and the trademarks Mocap, Nemacur and Ultima. Other terms of the transaction were not released.

Mocap is a leading soil insecticide that is registered in 50 countries where it is used to combat many nematode species in a wide range of crops. Nemacur is a leading soil insecticide that is registered in 30 countries for use primarily as a nematicide with additional efficacy against above-ground sucking insects.

Mocap and Nemacur are well-positioned in many high-valued fruit and vegetable crops, allowing them to achieve very attractive profitability. They can help professional crop protection users replace less desirable soil fumigants (such as methyl bromide), and are a powerful tool against resistance development in numerous soil insect species. Each of these products has a well-recognized global brand identity and well-established worldwide distribution channels.

Eric Wintemute, President and CEO of American Vanguard, stated: “We are very pleased to be able to add Mocap and Nemacur to our already extensive insecticide product portfolio. As the “products of choice” in many specialized crop applications, Mocap and Nemacur have enjoyed an attractive competitive position and excellent profitability for many years. We feel that our considerable expertise with insecticidal products will allow us to expand on the success that has been achieved under the excellent stewardship of Bayer CropScience.”

Mr. Wintemute continued: “In light of the fact that the majority of Mocap and Nemacur sales occur outside the United States, these products help American Vanguard to further our strategic goal of international expansion.” He concluded: “These transactions and others that we are pursuing underscore the importance that we attribute to product portfolio enhancement and effective operational arrangements. Interacting with our industry peers to expand our product offering, achieve manufacturing efficiencies and distribute products effectively to a global marketplace is an important objective of American Vanguard. We look forward to consummating additional value-adding transactions in the near future.”

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.

About Bayer CropScience

Bayer is a global enterprise with core competencies in the fields of health care, nutrition and high-tech materials. Bayer CropScience AG, a subsidiary of Bayer AG with annual sales of about EUR 6.5 billion (2009), is one of the world’s leading innovative crop science companies in the areas of crop protection, non-agricultural pest control, seeds and traits. The company offers an outstanding range of products and extensive service backup for modern, sustainable agriculture and for non-agricultural applications. Bayer CropScience has a global workforce of 18,700 and is represented in more than 120 countries. This and further news is available at: www.press.bayercropscience.com.

Contact:
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