aer-8k7282008.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 23, 2008
AEROGROW
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-50888
|
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:
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
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
Michael
Bissonnette, Chairman of the Board of Directors (the “Board”) of AeroGrow
International, Inc. (“AeroGrow,” or the “Company”), retired from the Board on
July 23, 2008. His resignation was not due to any disagreement with
the Company.
Item
7.01. Regulation FD Disclosure.
The Company issued a press release on
July 25, 2008, announcing the resignation of Mr. Bisonnette and announcing the
appointment of Jack Walker, a current Director of AeroGrow, to Chairman of the
Board. A copy of the press release is furnished as Exhibit 99.1 to
this Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
|
(d)
|
Exhibits. The
following exhibit is furnished with this Current Report on Form
8-K:
|
|
Exhibit
No.
|
|
Description
|
|
99.1
|
|
|
The information contained in Exhibit
99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, and shall not be deemed incorporated by
reference in any filing with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 or the Securities Act of 1933, whether made
before or after the date hereof and irrespective of any general incorporation
language in any filings.
Portions of this report may constitute
“forward-looking statements” as defined by federal law. Although the Company
believes any such statements are based on reasonable assumptions, there is no
assurance that actual outcomes will not be materially different. Any such
statements are made in reliance on the “safe harbor” protections provided under
the Private Securities Litigation Reform Act of 1995. Additional information
about issues that could lead to material changes in the Company’s performance is
contained in the Company’s filings with the Securities and Exchange
Commission.
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
|
Dated: July
28, 2008
EXHIBIT
INDEX
|
Exhibit
No.
|
|
Description
|
|
99.1
|
|
|