aero-8k10302008.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): October 24, 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 Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer 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:
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
1.01. Entry into a Material Definitive Agreement.
AeroGrow International, Inc. (the
“Company”)
is party to a Loan and Security Agreement with FCC, LLC, d/b/a First Capital
(“FCC”) (the
“FCC Loan
Agreement”), dated as of June 23, 2008, and amended as of
June 30, 2008, for a revolving credit facility in the amount of $12,000,000
(the “Revolving Credit
Facility”). Under the FCC Loan Agreement, availability of the
Revolving Credit Facility is subject to the Company’s compliance with customary
negative covenants.
As of September 30, 2008, the Company
was not in compliance with two covenants under the FCC Loan
Agreement On October 24, 2008, the Company and FCC entered into
a Second Amendment to Loan and Security Agreement (the “Amendment”),
which waived covenant violations as of September 30, 2008. The
Amendment also changed the interest calculation, amending the definition of
“Base Rate” to equal the greater of (a) prime rate or (b) one-month
LIBOR + 2.75%, and limiting recalculation of the interest rate to once a month,
rather than daily. A copy of the Amendment is included as Exhibit
10.1 to this Form 8-K, and is incorporated herein by reference.
On October 27, 2008, the Company and
FCC executed a Temporary Amendment to the FCC Loan Agreement that reduced
certain restrictions on the Company’s ability to borrow against inventory and
increased the advance rate against inventory. A copy of the Temporary
Amendment is included as Exhibit 10.2 to this Form 8-K, and is incorporated
herein by reference.
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits. The
following exhibits are filed with this Form
8-K:
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Exhibit
No.
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Description
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10.1
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10.2
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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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By: /s/ H. MacGregor
Clarke
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H. MacGregor Clarke
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Chief
Financial Officer and Treasurer
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DATED: October 30,
2008
EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
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10.2
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