aerogrow8k-092508.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): September 26, 2008
AEROGROW
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-50888
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46-0510685
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(State
or Other Jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer
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Incorporation)
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Identification
No.)
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6075
Longbow Dr. Suite 200, Boulder, Colorado
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80301
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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
5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On
September 26, 2008, the Board of Directors of AeroGrow International, Inc. (the
“Company”)
approved amendments to the quorum and stockholder voting requirements of the
Company’s Bylaws to conform to applicable standards of Nevada law and Nasdaq
Marketplace rules. The previous quorum provision under the Company’s
old Bylaws defined a quorum to mean a majority of the shares entitled to vote,
whether represented in person or by proxy. Under the revised Bylaws,
the definition of quorum has been amended to include in the calculation of
whether a majority is present proxies that do not have the authority to vote on
all matters. The previous provision on voting provided that a
majority of the shares represented in person or by proxy must act to constitute
an act of the stockholders. The current revised provision permits
stockholders to approve matters, other than the election of directors, by a
majority of the votes cast on such matters. A copy of the Amended and
Restated Bylaws of the Company are included as Exhibit 3.1 to this Current
Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits
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(d)
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Exhibits. The
following exhibit is filed with this Form
8-K:
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Exhibit
No.
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Description
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3.1
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Amended
and Restated Bylaws of the Company
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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.
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AeroGrow
International, Inc.
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Date:
September 26, 2008
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By:
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/s/ H.
MacGregor
Clarke
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H.
MacGregor Clarke |
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Chief
Financial Officer and Treasurer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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3.1
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