UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 20, 2006
GRIFFON CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 1-6620 11-1893410
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
100 Jericho Quadrangle
Jericho, New York 11753
(Address of Principal Executive Offices) (Zip Code)
(516) 938-5544
(Registrant's telephone number, including area code)
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 (see General Instruction A.2. below):
[ ] 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.
On December 20, 2006, Griffon Corporation (the "Company") and Telephonics
Corporation, a subsidiary of the Company, as borrowers, entered into an Amended
and Restated Credit Agreement with several lenders and JPMorgan Chase Bank,
N.A., as administrative agent (the "Amended Credit Agreement"). The Amended
Credit Agreement replaces the Company's existing Credit Agreement, dated as of
December 15, 2005 (the "Existing Credit Agreement"), among the same parties. The
Amended Credit Agreement restructures the Existing Credit Agreement primarily by
increasing the aggregate amount of the senior multi-currency revolving credit
facility from $150,000,000 to $175,000,000, extending the term by approximately
one year, lowering the interest rate formula, eliminating the minimum liquidity
requirement and lowering the minimum interest coverage ratio. As was the case
with the Existing Credit Agreement, the Amended Credit Agreement provides the
Company with commitments which may be increased by $50,000,000 under certain
circumstances upon request of the Company. Borrowings under the Amended Credit
Agreement bear interest at rates based upon LIBOR or the prime rate and are
collateralized by the stock of a subsidiary of the Company. The Amended Credit
Agreement contains certain restrictive and financial covenants. Upon the
occurrence of certain events of default specified in the Amended Credit
Agreement, amounts due under the Amended Credit Agreement may be declared
immediately due and payable.
There is currently $69 million in borrowings outstanding under such line of
credit. The proceeds of new borrowings under the Amended Credit Agreement are
intended to be used for general corporate purposes, including share repurchases
and acquisitions.
The description of the Amended Credit Agreement contained herein does not
purport to be complete. For more information regarding the restructured credit
facility, reference is made to the Amended Credit Agreement, a copy of which is
attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated by reference into
this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1. Amended and Restated Credit Agreement, dated December 20, 2006, among
Griffon Corporation, Telephonics Corporation, the Lenders party thereto
and JPMorgan Chase Bank, N.A., as administrative agent.
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SIGNATURES
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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.
GRIFFON CORPORATION
By: /s/Patrick L. Alesia
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Patrick L. Alesia
Vice President, Treasurer and
Secretary
Date: December 26, 2006
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Exhibit Index
10.1. Amended and Restated Credit Agreement, dated December 20, 2006, among
Griffon Corporation, Telephonics Corporation, the Lenders party thereto
and JPMorgan Chase Bank, N.A., as administrative agent.