GRIFFON CORP - Registration Form 2012

S-4/A 1 c69642_s-4a.htm

| As filed with the Securities and Exchange
Commission on June 15, 2012 |
| --- |
| Registration No. 333-181279 |

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
AMENDMENT NO. 1 TO FORM S-4
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
GRIFFON CORPORATION*
(Exact name of Registrant as specified in its charter)

Delaware	3442	11-1893410
(State or other jurisdiction of incorporation or organization	(Primary Standard Industrial Classification Number)	(I.R.S. Employer Identification Number)

712 Fifth Avenue, 18 th Floor
New York, New York 10019
(212) 957-5000
(Address, including zip code, and telephone number, including area
code, of Registrants principal executive offices)
Seth L. Kaplan Senior Vice President, General Counsel and Secretary Griffon Corporation 712 Fifth Avenue, 18 th Floor New York, New York 10019 (212) 957-5000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
Martin Nussbaum Derek M. Winokur William J. Tuttle Dechert LLP 1095 Avenue of the Americas New York, New York 10036 (212) 698-3500 (212) 698-3599Facsimile

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.

Large accelerated filer o
(Do not check if a smaller reporting company)

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

| Exchange
Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) | o |
| --- | --- |
| Exchange
Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) | o |

Includes certain subsidiaries of Griffon Corporation identified on the following pages.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

ADDITIONAL SUBSIDIARY GUARANTOR REGISTRANTS

EXACT NAME OF ADDITIONAL REGISTRANT AS SPECIFIED IN ITS CHARTER	STATE OR OTHER JURISDICTION OF INCORPORATION	IRS EMPLOYEE IDENTIFICATION NUMBER
Clopay Building Products Company, Inc.	Delaware	11-2808682
Clopay Plastic Products Company, Inc.	Delaware	11-2808683
Telephonics Corporation	Delaware	52-0897556
Ames True Temper, Inc.	Delaware	22-2335400
ATT Southern, Inc.	Delaware	45-3367997

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated June 15, 2012

$500,000,000

GRIFFON CORPORATION

Common Stock Preferred Stock Depositary Shares Warrants to purchase common stock, preferred stock, depositary shares, debt securities or units Rights to purchase common stock, preferred stock, depositary shares, debt securities or units Debt Securities Units Guarantees of Debt Securities

We may from time to time offer at the time of our acquisition of businesses, assets or securities of other companies, whether by purchase, merger or any other form of business combination, any combination of common stock; preferred stock; depositary shares; warrants to purchase common stock, preferred stock, depositary shares, debt securities or units; rights to purchase common stock, preferred stock, depositary shares, debt securities or units; debt securities and units described in this prospectus in one or more offerings. The aggregate initial offering price of all securities issued under this prospectus will not exceed $500,000,000. We or one or more of our 100% owned subsidiaries may unconditionally guarantee any series of debt securities offered by this prospectus, if so and to the extent identified in the related prospectus supplement.

This prospectus provides a general description of the securities we may offer. Each time we offer securities, we will provide specific terms of the securities offered in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest in any securities. This prospectus may not be used to consummate an offer of securities unless accompanied by the applicable prospectus supplement.

The amount and type of consideration we will offer and the other specific terms of each acquisition will be determined by negotiations with the owners or the persons who control the businesses, assets or securities we may acquire. We may structure business acquisitions in a variety of ways, including acquiring stock, other equity interests or assets of the acquired businesses, merging the acquired businesses with us or one of our subsidiaries or acquiring the acquired businesses through one of our subsidiaries. We expect that the price of the securities we issue will be related to their market price, either when we tentatively or finally agree to the particular terms of the acquisition, when we issue the securities, when the acquisition is completed or during some other negotiated period. We may issue securities at fixed offering prices, which may be changed, or at other negotiated prices. If necessary, we may be required to provide you further information by means of a post-effective amendment to the registration statement or a supplement to this prospectus once we know the actual information concerning a specific acquisition.

We will pay all expenses of this offering. We do not expect to pay any underwriting discounts or commissions in connection with issuing these shares, although we may pay finders fees in connection with certain acquisitions and, in some cases, we may issue securities under this prospectus in full or partial payment of such fees. Any person receiving a finders fee may be deemed an underwriter within the meaning of the Securities Act of 1933, as amended.

We may also permit individuals or entities who have received or will receive our securities in connection with the business combinations described above to use this prospectus to cover resales of those securities. See Reselling Securities for information relating to resales of our securities pursuant to this prospectus.

Our common stock is traded on the New York Stock Exchange, or NYSE, under the symbol GFF. On June 14, 2012, the closing price of our common stock was $7.96.

| Investing in our securities involves risks. See
Risk Factors on page 3 of this prospectus and in the applicable prospectus
supplement. |
| --- |
| Neither
the Securities and Exchange Commission nor any state securities commission
has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense. |
| The
date of this prospectus
is ,
2012. |

TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS	i
GRIFFON CORPORATION	1
RISK FACTORS	3
SPECIAL NOTES REGARDING FORWARD-LOOKING STATEMENTS	3
RATIO OF EARNINGS TO FIXED CHARGES	4
USE OF PROCEEDS	4
DESCRIPTION OF COMMON STOCK	5
DESCRIPTION OF PREFERRED STOCK	7
DESCRIPTION OF DEPOSITARY SHARES	9
DESCRIPTION OF WARRANTS	10
DESCRIPTION OF RIGHTS	12
DESCRIPTION OF DEBT SECURITIES	14
DESCRIPTION OF UNITS	23
BOOK-ENTRY ISSUANCE	24
RESELLING SECURITIES	26
PLAN OF DISTRIBUTION	29
LEGAL MATTERS	30
EXPERTS	30
INCORPORATION BY REFERENCE	30
WHERE YOU CAN FIND MORE INFORMATION	31

The prospectus incorporates important business and financial information about the company that is not included in or delivered with the prospectus. You may obtain documents incorporated by reference into this prospectus at no cost by writing or telephoning us at the following address:

Seth L. Kaplan, Senior Vice President, General Counsel and Secretary Griffon Corporation 712 Fifth Avenue, 18 th Floor New York, New York 10019 (212) 957-5000

To obtain timely delivery, you must request information no later than five business days before the date you must make your investment decision.

A BOUT THIS PROSPECTUS

This prospectus is a part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, utilizing a shelf registration process. Under this shelf registration process, we may offer any combination of the securities described in this prospectus up to a total dollar amount of $500,000,000 in connection with the acquisition of one or more businesses. We may issue these securities in connection with our acquisition of the businesses, assets or securities of other companies, whether by purchase, merger, or any other form of business combination. The amount and type of consideration we will offer and the other specific terms of each acquisition will be determined by negotiations with the owners or the persons who control the businesses, assets or securities we may acquire. We may structure business acquisitions in a variety of ways, including acquiring stock, other equity interests or assets of the acquired businesses, merging the acquired businesses with us or one of our subsidiaries or acquiring the acquired businesses through one of our subsidiaries. We expect that the price of the securities we issue will be related to their market price, either when we tentatively or finally agree to the particular terms of the acquisition, when we issue the securities, when the acquisition is completed or during some other negotiated period. We may issue securities at fixed offering prices, which may be changed, or at other negotiated prices. If necessary, we may be required to provide you further information by means of a post-effective amendment

to the registration statement or a supplement to this prospectus once we know the actual information concerning a specific acquisition.

This prospectus provides you with a general description of the securities we may offer. Each time we issue securities under this shelf registration, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, including all documents incorporated herein by reference, together with additional information described under Where You Can Find More Information.

With our consent, persons who have received or will receive securities under this prospectus in connection with acquisitions may use this prospectus to sell such securities at a later date. We refer to these persons in the prospectus as selling security holders. Please see the information described under the heading Reselling Securities to find out more information about resales of the securities by the selling security holders.

You should rely only on the information contained in this prospectus, any prospectus supplement or any free writing prospectus we may authorize to be delivered to you. Neither we nor any selling security holders has provided, and neither we nor any selling security holders has authorized anyone else to provide, you with different or additional information. We are not making an offer of securities in any state or other jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus or in the documents incorporated by reference herein is accurate as of any date other than the date on the front of this prospectus or the filing date of any document incorporated by reference, regardless of its time of delivery, and you should not consider any information in this prospectus or in the documents incorporated by reference herein to be investment, legal or tax advice. We encourage you to consult your own counsel, accountant and other advisors for legal, tax, business, financial and related advice regarding an investment in our securities.

As used in this prospectus, Griffon, we, our and us refer to Griffon Corporation and its subsidiaries, unless stated otherwise or the context requires otherwise.

GRIF FON CORPORATION

Griffon Corporation is a diversified management and holding company that conducts business through wholly-owned subsidiaries. Griffon oversees the operations of its subsidiaries, allocates resources among them and manages their capital structures. Griffon provides direction and assistance to its subsidiaries in connection with acquisition and growth opportunities as well as in connection with divestitures. Griffon, to further diversify, also seeks out, evaluates and, when appropriate, will acquire additional businesses that offer potentially attractive returns on capital.

Headquartered in New York, New York, the Company was founded in 1959 and is incorporated in Delaware. Griffon is listed on the New York Stock Exchange and trades under the symbol GFF.

Griffon currently conducts its operations through three businesses: Home & Building Products (HBP), Telephonics Corporation (Telephonics) and Clopay Plastic Products Company (Plastics).

| | HBP consists
of two companies, Ames True Temper, Inc. (ATT) and Clopay Building Products
(CBP): | |
| --- | --- | --- |
| | o | ATT is a
global provider of non-powered landscaping products that make work easier for
homeowners and professionals. |
| | o | CBP is a
leading manufacturer and marketer of residential, commercial and industrial
garage doors to professional installing dealers and major home center retail
chains. |
| | Telephonics
designs, develops and manufactures high-technology integrated information,
communication and sensor system solutions to military and commercial markets
worldwide. | |
| | Plastics is
an international leader in the development and production of embossed,
laminated and printed specialty plastic films used in a variety of hygienic,
health-care and industrial applications. | |

Home & Building Products

Ames True Temper

ATT is the leading United States (U.S.) and a global provider of non-powered landscaping products that make work easier for homeowners and professionals. ATTs brand portfolio includes Ames®, True Temper®, Ames True Temper®, Garant®, Hound Doc®, Westmix, Southern Patio and Dynamic Design®, as well as contractor-oriented brands, including UnionTools®, Razor-Back® Professional Tools and Jackson® Professional Tools. ATTs product portfolio is anchored by three core product categories: long handle tools, wheelbarrows and snow tools. ATTs other primary product lines include planters and lawn accessories, striking tools, pruning and garden hose and storage.

Clopay Building Products

CBP is the largest manufacturer and marketer of residential garage doors and among the largest manufacturers of commercial sectional doors in the U.S., and recently introduced a complete line of entry door systems uniquely designed to complement its popular residential garage door styles. CBP products are sold under the Clopay®, Americas Favorite Garage Doors®, Holmes Garage Door Company® and IDEAL Door® brand names through an extensive distribution network throughout the United States. The majority of CBPs sales are for home remodeling and renovation, with the balance for new residential housing and commercial building markets.

Telephonics Corporation

Telephonics specializes in advanced electronic information and communication systems for defense, aerospace, civil, industrial, and commercial applications for the U.S. and international markets. Telephonics designs, manufactures, sells and provides logistical support for aircraft communication systems, radar, air traffic management, identification friend or foe equipment, Integrated Homeland Security Systems and custom, mixed-

signal, application specific integrated circuits. Telephonics is also a provider of advanced systems engineering services supporting air and missile defense programs, as well as other threat and situations analysis requirements. Telephonics is a leading supplier of airborne maritime surveillance radar and aircraft intercommunication management systems, the segments two largest product lines. In addition to the traditional defense products used predominantly by the U.S. Government and its agencies, Telephonics has adapted its core technologies to products used in international markets in an effort to further increase its presence in both non-defense government and commercial markets.

Clopay Plastic Products

Plastics produces and develops specialty plastic films and laminates for a variety of hygienic, health care and industrial uses in the U.S. and certain international markets. Plastics products include thin gauge embossed and printed films, elastomeric films, laminates of film and non-woven fabrics, and perforated films and non-wovens. These products are used as moisture barriers in disposable infant diapers, adult incontinence products and feminine hygiene products, as protective barriers in single-use surgical and industrial gowns, drapes and equipment covers, as fluid transfer/distribution layers in absorbent products, as components to enhance comfort and fit in infant diaper and adult incontinence products and as packaging for hygienic products, house wrap and other products.

Our principal executive offices are located at 712 Fifth Avenue, 18 th Floor, New York, New York 10019, and our telephone number is (212) 957-5000.

RIS K FACTORS

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading Risk Factors contained in the applicable prospectus supplement and any related free writing prospectus and under similar headings in the documents incorporated by reference into this prospectus. Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our business operations.

SPECIAL NOT ES REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains, and any prospectus supplement may contain, certain forward-looking statements within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other things, income, earnings, cash flows, revenue, change in operations, operating improvements, industries in which Griffon operates and the U.S. and global economies. Statements in this prospectus and any prospectus supplement that are not historical are hereby identified as forward-looking statements and may be indicated by words or phrases such as anticipates, supports, plans, projects, expects, believes, should, would, could, hope, forecast, management is of the opinion, may, will, estimates, intends, explores, opportunities, the negative use of these expressions, use of the future tense and similar words or phrases. Such forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from those expressed in any forward-looking statements. These risks and uncertainties include, among others:

| | current
economic conditions and uncertainties in the housing, credit and capital
markets; |
| --- | --- |
| | Griffons
ability to achieve expected savings from cost control, integration and
disposal initiatives; |
| | the ability
to identify and successfully consummate and integrate value-adding
acquisition opportunities |
| | increasing
competition and pricing pressures in the markets served by Griffons
operating companies; |
| | the ability
of Griffons operating companies to expand into new geographic and product
markets and to anticipate and meet customer demands for new products and
product enhancements and innovations; |
| | reduced
military spending by the government on projects for which Telephonics
supplies products; |
| | increases in
the cost of raw materials such as resin and steel; |
| | changes in
customer demand; |
| | the
potential impact of seasonal variations and uncertain weather patterns on
certain of Griffons businesses; |
| | political
events that could impact the worldwide economy; |
| | a downgrade
in Griffons credit ratings; |
| | changes in
international economic conditions including interest rate and currency
exchange fluctuations; |

| | the reliance
by certain of Griffons businesses on particular third party suppliers and
manufacturers to meet customer demands; |
| --- | --- |
| | the relative
mix of products and services offered by Griffons businesses, which impacts
margins and operating efficiencies; |
| | short-term
capacity constraints or prolonged excess capacity; |
| | unforeseen
developments in contingencies, such as litigation; |
| | unfavorable
results of government agency contract audits of Telephonics; |
| | Griffons
ability to adequately protect and maintain the validity of patent and other
intellectual property rights; |
| | the cyclical
nature of the businesses of certain of Griffons operating companies; and |
| | possible
terrorist threats and actions and their impact on the global economy. |

Readers are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date made. Griffon undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

RATIO OF EA RNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges for the last five fiscal years and the six months ended March 31, 2012. We have not included a ratio of earnings to combined fixed charges and preferred stock dividends because we had no preferred stock outstanding.


Year ended September 30,
2007	2008	2009	2010	2011	2012
Ratio of earnings to fixed
charges	2.2x	1.0x	1.9x	1.5x	0.8x	1.3x

U SE OF PROCEEDS

Unless otherwise provided in the applicable prospectus supplement, we do not expect to receive proceeds from the offering of any securities pursuant to this prospectus other than the businesses, assets or securities acquired in a business combination transaction. When this prospectus is used by a selling security holder in a public reoffering or resale of securities acquired pursuant to this prospectus, we will usually not receive any proceeds from such sale by the selling security holder.

DESC RIPTION OF COMMON STOCK

We have authority to issue 85,000,000 shares of common stock, par value $0.25 per share. As of March 31, 2012, we had approximately 61,820,463 shares of common stock issued and outstanding and 6,166,535 shares of common stock reserved for issuance. The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company.

General

Holders of shares of our common stock are entitled to one vote for each share held of record on all matters on which stockholders are generally entitled to vote. The vote of the holders of a majority of the stock represented at a meeting at which a quorum is present is generally required to take stockholder action, unless a greater vote is required by law. Directors are elected by a plurality of the votes cast at any election and there is no cumulative voting of shares.

Holders of shares of our common stock have no preemptive rights. Subject to the applicable laws and the rights of the holders of preferred stock, holders of shares of common stock are entitled to such dividends as may be declared by our board of directors. The common stock is not entitled to any sinking fund, redemption or conversion provisions. Upon our dissolution, liquidation or winding up, the holders of shares of our common stock are entitled to share ratably in our net assets remaining after the payment of all creditors and liquidation preferences of preferred stock. The outstanding shares of common stock are duly authorized, validly issued, fully paid and nonassessable.

Anti-Takeover Considerations

Our restated certificate of incorporation and amended by-laws contain a number of provisions that may have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from acquiring us.

Classified Board of Directors

Our restated certificate of incorporation and amended by-laws divide our board of directors into three classes, as nearly equal in size as possible, with staggered three year terms, and provide that:

| | directors
may be removed only for cause by the affirmative vote of the holders of a
majority of the outstanding shares of capital stock entitled to vote; and |
| --- | --- |
| | any vacancy
on our board of directors may only be filled by vote of a majority of the
directors then in office. |

Stockholder Action, Special Meeting of Stockholders

Our restated certificate of incorporation and amended by-laws eliminate the ability of our stockholders to act by written consent. Our restated certificate of incorporation and amended by-laws further provide that special meetings of our stockholders may be called only at the written request of stockholders owning at least 66 2/3% of the entire voting power of our capital stock.

Advance Notice Requirements for Stockholder Proposals and Directors Nominations

Our amended by-laws provide that stockholders seeking to bring business before an annual meeting of stockholders, or to nominate candidates for election as directors at an annual meeting of stockholders, must provide timely notice in writing. To be timely, a stockholders notice must be delivered to or mailed and received at our principal executive offices not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting. However, in the event that the annual meeting is called for a date that is not

within 25 days before or after such anniversary date, notice by the stockholder in order to be timely must be received not later than the close of business on the tenth day following the date on which notice of the date of the annual meeting was mailed to stockholders or made public, whichever first occurs. Our amended by-laws also specify requirements as to the form and content of a stockholders notice. These provisions may preclude stockholders from bringing matters before an annual meeting of stockholders or from making nominations for directors at an annual meeting of stockholders.

Business Combinations and Limitations in our Certificate of Incorporation

Our restated certificate of incorporation provides that in the event that it is proposed that we enter into a merger or consolidation with any other corporation and such other corporation or its affiliates singly or in the aggregate own or control, directly or indirectly, 5% or more of the outstanding voting power of our capital stock, or that we sell substantially all of our assets or business to such other corporation, the affirmative vote of the holders of 50% or more of the total voting power of all outstanding shares of our capital stock shall be required for the approval of any such proposal. However, such requirements shall not apply to any such merger, consolidation or sale of assets or business that was approved by resolutions of our board of directors prior to the acquisition of the ownership or control of 5% of our outstanding shares of capital stock by such other corporation or its affiliates, nor shall it apply to any such merger, consolidation or sale of assets or business between us and another corporation, 50% or more of the total voting power of which is owned by us. An affiliate is any person (including a corporation, partnership, trust, estate or individual) who directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified; control means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

Amendments; Supermajority Vote Requirements

Our restated certificate of incorporation requires the affirmative vote of 66 2/3% of our voting stock to amend certain provisions of our certificate of incorporation, including those provisions relating to the amendment of the business combination provisions, classified board of directors, action by written consent and the ability of stockholders to call special meetings.

Delaware Anti-Takeover Law

Section 203 of the Delaware General Corporation Law prohibits certain business combination transactions between a Delaware corporation and any interested stockholder owning 15% or more of the corporations outstanding voting stock for a period of three years after the date on which the stockholder became an interested stockholder, unless:

| | the board of
directors approves, prior to the date, either the proposed business
combination or the proposed acquisition of stock that resulted in the
stockholder becoming an interested stockholder; |
| --- | --- |
| | upon
consummation of the transaction in which the stockholder becomes an
interested stockholder, the interested stockholder owned at least 85% of
those shares of the voting stock of the corporation that are not held by the
directors, officers or certain employee stock plans; or |
| | on or
subsequent to the date on which the stockholder became an interested
stockholder, the business combination with the interested stockholder is
approved by the board of directors and also approved at a stockholders
meeting by the affirmative vote of the holders of at least two-thirds of the
outstanding shares of the corporations voting stock other than shares held
by the interested stockholder. |

Under Delaware law, a business combination includes a merger, asset sale or other transaction resulting in a financial benefit to the interested stockholder.

Although a corporation may elect not to be governed by Section 203, we have made no such election.

DESC RIPTION OF PREFERRED STOCK

We have authority to issue 3,000,000 shares of preferred stock, par value $0.25 per share. As of March 31, 2012, we had no shares of preferred stock outstanding.

General

Under our restated certificate of incorporation, our Board of Directors is authorized generally without stockholder approval to issue shares of preferred stock from time to time, in one or more classes or series. Prior to issuance of shares of each class or series, our Board of Directors is required by Delaware law to adopt resolutions and file a certificate of designation with the Secretary of State of the State of Delaware. The certificate of designation fixes for each class or series the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series. Any shares of preferred stock will, when issued, be fully paid and nonassessable.

For any series of preferred stock that we may issue, our Board of Directors will determine and the prospectus supplement relating to such series will describe:

| | the
designation and number of shares of such series; |
| --- | --- |
| | the rate and
time at which, and the preferences and conditions under which, any dividends
will be paid on shares of such series, as well as whether such dividends are
cumulative or non-cumulative and participating or non-participating; |
| | any listing
of the preferred stock on any securities exchange; |
| | any
provisions relating to convertibility or exchangeability of shares of such
series and the computation of the conversion or exchange price; |
| | the rights
and preferences, if any, of holders of shares of such series upon our
liquidation, dissolution or winding up of our affairs; |
| | the voting
powers, if any, of the holders of shares of such series; |
| | any
provisions relating to the redemption of shares of such series; |
| | any
limitations on our ability to pay dividends or make distributions on, or
acquire or redeem, other securities while shares of such series are
outstanding; |
| | the
procedures for any auction and remarketing, if any, for shares of such
series; |
| | the
provisions for a sinking fund, if any, for shares of such series; |
| | whether
shares of such series will be represented by depositary shares; |
| | any
conditions or restrictions on our ability to issue additional shares of such
series or other securities while shares of such series are outstanding; |
| | if
applicable, a discussion of certain U.S. Federal income tax considerations;
and |
| | any other
relative power, preferences and participating, optional or special rights of
shares of such series, and the qualifications, limitations or restrictions
thereof. |

Delaware law provides that the holders of preferred stock will have the right to vote separately as a class (or, in some cases, as a series) on an amendment to our restated certificate of incorporation if the amendment would change the par value or, unless the restated certificate of incorporation then in effect provided otherwise, the number of authorized shares of such class or change the powers, preferences or special rights of such class or series so as to adversely affect the class or series, as the case may be. This right is in addition to any voting rights that may be provided for in the applicable certificate of designation.

Our Board of Directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock. In addition, our Board of Directors may authorize the issuance of shares of preferred stock with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or a change in control that might involve a premium price for holders of our common stock or which holders might believe to be in their best interest.

Ranking

Unless we specify otherwise in the applicable prospectus supplement, the preferred stock will rank, with respect to dividends and upon our liquidation, dissolution or winding up:

| | senior to
all classes or series of our common stock and to all of our equity securities
ranking junior to the preferred stock; |
| --- | --- |
| | on a parity
with all of our equity securities the terms of which specifically provide
that the equity securities rank on a parity with the preferred stock; and |
| | junior to
all of our equity securities the terms of which specifically provide that the
equity securities rank senior to the preferred stock. |

The term equity securities does not include convertible debt securities.

Transfer Agent and Registrar

The transfer agent and registrar for any series or class of preferred stock will be set forth in the applicable prospectus supplement.

DESCR IPTION OF DEPOSITARY SHARES

The following is a general description of the terms of the depositary shares we may issue from time to time unless we provide otherwise in the prospectus supplement. Particular terms of any depositary shares we offer will be described in the prospectus supplement relating to such depositary shares.

General

We may, at our option, elect to offer fractional shares of preferred stock, rather than single shares of preferred stock (to be set forth in the prospectus supplement relating to a particular series of preferred stock). In the event we elect to do so, depositary receipts evidencing depositary shares may be issued.

The shares of any class or series of preferred stock represented by depositary shares will be deposited under a deposit agreement among us, a depositary selected by us and the holders of the depositary receipts. The depositary will be a bank or trust company having such criteria as we deem necessary or appropriate. Subject to the terms of the deposit agreement, each owner of a depositary share will be entitled, in proportion to the applicable fraction of a share of preferred stock represented by such depositary share, to all the rights and preferences of the shares of preferred stock represented by the depositary share, including dividend, voting, redemption and liquidation rights.

The depositary shares will be evidenced by depositary receipts issued pursuant to the deposit agreement. Depositary receipts will be distributed to those persons purchasing the fractional shares of the related class or series of preferred shares in accordance with the terms of the offering described in the related prospectus supplement.

DESC RIPTION OF WARRANTS

The following is a general description of the terms of the warrants we may issue from time to time unless we provide otherwise in the prospectus supplement. Particular terms of any warrants we offer will be described in the prospectus supplement relating to such warrants.

General Terms

We may issue warrants to purchase common stock, preferred stock, depositary shares, debt securities or units. Warrants may be issued independently or together with other securities and may be attached or separate from such securities. We will issue each series of warrants under a separate warrant agreement to be entered into between us and a warrant agent. The warrant agent will act solely as our agent and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants.

A prospectus supplement will describe the particular terms of any series of warrants we may issue, including the following:

| | the title
and aggregate number of the warrants; |
| --- | --- |
| | the price or
prices at which the warrants will be issued and the currency or currencies in
which the price of the warrants may be payable; |
| | if
applicable, the designation and terms of the securities with which the
warrants are issued and the number of warrants issued with each such security
or each principal amount of such security; |
| | in the case
of warrants to purchase debt securities, the principal amount of debt
securities purchasable upon exercise of one warrant; |
| | in the case
of warrants to purchase common stock, preferred stock, depositary shares or
units, the number of shares of common stock, shares of preferred stock,
depositary shares or units, as the case may be, purchasable upon exercise of
one warrant; |
| | the date on
which the right to exercise the warrants shall commence and the date on which
such right will expire (subject to any extension); |
| | whether the
warrants will be issued in registered form or bearer form; |
| | if
applicable, the minimum or maximum amount of the warrants which may be
exercised at any one time; |
| | if
applicable, the date on and after which the warrants and the related
securities will be separately transferable; |
| | if
applicable, the procedures for adjusting the exercise price and number of
shares of common stock, preferred stock or depositary shares purchasable upon
the exercise of each warrant upon the occurrence of certain events, including
stock splits, reverse stock splits, combinations, subdivisions or
reclassifications of common stock, preferred stock or depositary shares; |
| | the effect
of any merger, consolidation, sale or other disposition of our business on
the warrant agreement and the warrants; |
| | the terms of
any rights to redeem or call the warrants; |

| | information
with respect to book-entry procedures, if any; |
| --- | --- |
| | the terms of
the securities issuable upon exercise of the warrants; |
| | if
applicable, a discussion of certain U.S. Federal income tax considerations;
and |
| | any other
terms of the warrants, including terms, procedures and limitations relating
to the exchange and exercise of the warrants. |

We and the warrant agent may amend or supplement the warrant agreement for a series of warrants without the consent of the holders of the warrants issued thereunder to effect changes that are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders of the warrants.

Exercise of Warrants

Each warrant will entitle the holder to purchase such common stock, preferred stock, depositary shares or units at the exercise price or such principal amount of debt securities as shall in each case be set forth in, or be determinable as set forth in, the prospectus supplement relating to the warrants offered thereby. Warrants may be exercised as set forth in the prospectus supplement beginning on the date specified therein and continuing until the close of business on the expiration date set forth in the prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.

Upon receipt of payment and a warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward the securities purchasable upon such exercise. If less than all of the warrants represented by such warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for warrants.

Prior to exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including, in the case of warrants to purchase debt securities, the right to receive principal, premium, if any, or interest payments, on the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture or, in the case of warrants to purchase common stock, preferred stock or depositary shares, the right to receive dividends, if any, or payments upon our liquidation, dissolution or winding up or to exercise any voting rights.

Governing Law

The warrants and warrant agreements will be governed by, and construed in accordance with, the laws of the State of New York.

DESC RIPTION OF RIGHTS

The following is a general description of the terms of the rights we may issue from time to time unless we provide otherwise in the prospectus supplement. Particular terms of any rights we offer will be described in the prospectus supplement relating to such rights.

General

We may issue rights to purchase common stock, preferred stock, depositary shares, debt securities or units. Rights may be issued independently or together with other securities and may or may not be transferable by the person purchasing or receiving the rights. In connection with any rights offering to our stockholders, we may enter into a standby underwriting, backstop or other arrangement with one or more underwriters or other persons pursuant to which such underwriters or other persons would purchase any offered securities remaining unsubscribed for after such rights offering. In connection with a rights offering to our stockholders, we would distribute certificates evidencing the rights and a prospectus supplement to our stockholders on or about the record date that we set for receiving rights in such rights offering.

The applicable prospectus supplement will describe the following terms of any rights we may issue, including the following:

| | the title
and aggregate number of the rights; |
| --- | --- |
| | the
subscription price or a formula for the determination of the subscription
price for the rights and the currency or currencies in which the subscription
price may be payable; |
| | if
applicable, the designation and terms of the securities with which the rights
are issued and the number of rights issued with each such security or each
principal amount of such security; |
| | the number
or a formula for the determination of the number of the rights issued to each
stockholder; |
| | the extent
to which the rights are transferable; |
| | in the case
of rights to purchase debt securities, the principal amount of debt
securities purchasable upon exercise of one right; |
| | in the case
of rights to purchase common stock, preferred stock, depositary shares or
units, the number of shares of common stock, shares of preferred stock,
depositary shares or units, as the case may be, purchasable upon exercise of
one right; |
| | the date on
which the right to exercise the rights would commence, and the date on which
the rights shall expire (subject to any extension); |
| | if
applicable, the minimum or maximum amount of the rights which may be
exercised at any one time; |
| | the extent
to which such rights include an over-subscription privilege with respect to
unsubscribed securities; |
| | if
applicable, the procedures for adjusting the exercise price and number of
shares of common stock, preferred stock or depositary shares purchasable upon
the exercise of each right upon the |

| | occurrence
of certain events, including stock splits, reverse stock splits,
combinations, subdivisions or reclassifications of common stock, preferred
stock or depositary shares; |
| --- | --- |
| | the effect
of any merger, consolidation, sale or other disposition of our business on
the rights; |
| | the terms of
any rights to redeem or call the rights; |
| | information
with respect to book-entry procedures, if any; |
| | the terms of
the securities issuable upon exercise of the rights; |
| | if
applicable, the material terms of any standby underwriting, backstop or other
purchase arrangement that we may enter into in connection with the rights
offering; |
| | if
applicable, a discussion of certain U.S. Federal income tax considerations;
and |
| | any other
terms of the rights, including terms, procedures and limitations relating to
the exchange and exercise of the rights. |

Exercise of Rights

Each right will entitle the holder to purchase such principal amount of securities or shares of stock at the subscription price as shall in each case be set forth in, or be determinable as set forth in, the prospectus supplement relating to the rights offered thereby. Rights may be exercised as set forth in the prospectus supplement beginning on the date specified therein and continuing until the close of business on the expiration date set forth in the prospectus supplement relating to the rights offered thereby. After the close of business on the expiration date, unexercised rights will become void.

Upon receipt of payment and a subscription certificate properly completed and duly executed at the corporate trust office of the subscription agent or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward the securities purchasable upon such exercise. If less than all of the rights represented by such subscription certificate are exercised, a new subscription certificate will be issued for the remaining rights. If we so indicate in the applicable prospectus supplement, holders of the rights may surrender securities as all or part of the exercise price for rights.

We may determine to offer any unsubscribed offered securities directly to stockholders, persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby underwriting, backstop or other arrangements, as set forth in the applicable prospectus supplement.

Prior to exercising their rights, holders of rights will not have any of the rights of holders of the securities purchasable upon subscription, including, in the case of rights to purchase debt securities, the right to receive principal, premium, if any, or interest payments, on the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture or, in the case of rights to purchase common stock, preferred stock or depositary shares, the right to receive dividends, if any, or payments upon our liquidation, dissolution or winding up or to exercise any voting rights.

Governing Law

The rights and subscription certificates will be governed by, and construed in accordance with, the laws of the State of Delaware.

D ESCRIPTION OF DEBT SECURITIES

The following is a general description of the terms of debt securities we may issue from time to time unless we provide otherwise in the prospectus supplement. Particular terms of any debt securities we offer will be described in the prospectus supplement relating to such debt securities.

As required by Federal law for all bonds and notes of companies that are publicly offered, any debt securities we issue will be governed by a document called an indenture. An indenture is a contract between us and a financial institution acting as trustee on behalf of the holders of the debt securities, and is subject to and governed by the Trust Indenture Act of 1939, as amended. The trustee has two main roles. First, the trustee can enforce holders rights against us if we default. There are some limitations on the extent to which the trustee acts on holders behalf, described in the second paragraph under Description of Debt SecuritiesEvents of Default. Second, the trustee performs certain administrative duties, such as sending interest and principal payments to holders.

Because this section is a summary, it does not describe every aspect of any debt securities we may issue or the indenture governing any such debt securities. Particular terms of any debt securities we offer will be described in the prospectus supplement relating to such debt securities, and we urge you to read the applicable indenture, which will be filed with the SEC at the time of any offering of debt securities, because it, and not this description, will define the rights of holders of such debt securities.

A prospectus supplement will describe the particular terms of any series of debt securities we may issue, including the following:

| | the
designation or title of the series of debt securities; |
| --- | --- |
| | the total
principal amount of the series of debt securities, the denominations in which
the offered debt securities will be issued and whether the offering may be
reopened for additional securities of that series and on what terms; |
| | the
percentage of the principal amount at which the series of debt securities
will be offered; |
| | the date or
dates on which principal will be payable; |
| | the rate or
rates (which may be either fixed or variable) and/or the method of
determining such rate or rates of interest, if any; |
| | the date or
dates from which any interest will accrue, or the method of determining such
date or dates, and the date or dates on which any interest will be payable; |
| | the terms
for redemption, extension or early repayment, if any; |
| | the
currencies in which the series of debt securities are issued and payable; |
| | whether the
amount of payments of principal, interest or premium, if any, on a series of
debt securities will be determined with reference to an index, formula or
other method and how these amounts will be determined; |
| | the place or
places of payment, transfer, conversion and/or exchange of the debt securities; |
| | the
provision for any sinking fund; |
| | any
restrictive covenants; |

| | events of
default; |
| --- | --- |
| | whether the
series of debt securities are issuable in certificated form; |
| | any
provisions for legal defeasance or covenant defeasance; |
| | whether and
under what circumstances we will pay additional amounts in respect of any
tax, assessment or governmental charge and, if so, whether we will have the
option to redeem the debt securities rather than pay the additional amounts
(and the terms of this option); |
| | any
provisions for convertibility or exchangeability of the debt securities into
or for any other securities; |
| | whether the
debt securities are subject to subordination and the terms of such
subordination; |
| | the listing,
if any, on a securities exchange; |
| | if
applicable, a discussion of certain U.S. Federal income tax considerations,
including those related to original issue discount, if applicable; and |
| | any other
terms. |

The debt securities may be secured or unsecured obligations. Unless the prospectus supplement states otherwise, principal, interest and premium, if any, will be paid by us in immediately available funds.

General

The indenture may provide that any debt securities proposed to be sold under this prospectus and the applicable prospectus supplement relating to such debt securities (offered debt securities) and any debt securities issuable upon the exercise of warrants or upon conversion or exchange of other offered securities (underlying debt securities) may be issued under the indenture in one or more series.

For purposes of this prospectus, any reference to the payment of principal of, or interest or premium, if any, on, debt securities will include additional amounts if required by the terms of the debt securities.

Debt securities issued under an indenture, when a single trustee is acting for all debt securities issued under the indenture, are called the indenture securities. The indenture may also provide that there may be more than one trustee thereunder, each with respect to one or more different series of securities issued thereunder. See Description of Debt SecuritiesResignation of Trustee below. At a time when two or more trustees are acting under an indenture, each with respect to only certain series, the term indenture securities means the one or more series of debt securities with respect to which each respective trustee is acting. In the event that there is more than one trustee under an indenture, the powers and trust obligations of each trustee described in this prospectus will extend only to the one or more series of indenture securities for which it is trustee. If two or more trustees are acting under an indenture, then the indenture securities for which each trustee is acting would be treated as if issued under separate indentures.

We refer you to the applicable prospectus supplement relating to any debt securities we may issue from time to time for information with respect to any deletions from, modifications of or additions to the Events of Default or covenants that are described below, including any addition of a covenant or other provision providing event risk or similar protection, that will be applicable with respect to such debt securities.

We have the ability to issue indenture securities with terms different from those of indenture securities previously issued and, without the consent of the holders thereof, to reopen a previous issue of a series of indenture securities and issue additional indenture securities of that series unless the reopening was restricted when that series was created.

Conversion and Exchange

If any debt securities are convertible into or exchangeable for other securities, the related prospectus supplement will explain the terms and conditions of the conversion or exchange, including the conversion price or exchange ratio (or the calculation method), the conversion or exchange period (or how the period will be determined), if conversion or exchange will be mandatory or at the option of the holder or us, provisions for adjusting the conversion price or the exchange ratio and provisions affecting conversion or exchange in the event of the redemption of the underlying debt securities. These terms may also include provisions under which the number or amount of other securities to be received by the holders of the debt securities upon conversion or exchange would be calculated according to the market price of the other securities as of a time stated in the prospectus supplement.

Payment and Paying Agents

We will pay interest to the person listed in the applicable trustees records as the owner of the debt security at the close of business on a particular day in advance of each due date for interest, even if that person no longer owns the debt security on the interest due date. That day, often approximately two weeks in advance of the interest due date, is called the record date. Because we will pay all the interest for an interest period to the holders on the record date, holders buying and selling debt securities must work out between themselves the appropriate purchase price. The most common manner is to adjust the sales price of the debt securities to prorate interest fairly between buyer and seller based on their respective ownership periods within the particular interest period. This prorated interest amount is called accrued interest.

Guarantees

The payment obligations of Griffon under any series of debt securities may be jointly and severally, fully and unconditionally guaranteed by Clopay Building Products Company, Inc., Clopay Plastic Products Company, Inc., Telephonics Corporation, Ames True Temper, Inc. and/or ATT Southern, Inc., each of which is 100% owned by us, subject to restrictions in credit agreements and other agreements to which they may be a party at the time of issuance. If a series of debt securities is so guaranteed, the relevant guarantors will execute a notation of guarantee as further evidence of their guarantee, and the applicable prospectus supplement will describe the terms of any such guarantee.

The obligations of any guarantor under its guarantee of the debt securities will be limited to the maximum amount that will not result in the obligations of the guarantor under its guarantee constituting a fraudulent conveyance or fraudulent transfer under Federal or state law, after giving effect to:

| | all other
contingent and fixed liabilities of the guarantor; and |
| --- | --- |
| | any
collections from or payments made by or on behalf of any other guarantor in
respect of the obligations of the guarantor under its guarantee. |

The guarantee of any guarantor may be released under certain circumstances. If no default has occurred and is continuing under the relevant indenture, and to the extent not otherwise prohibited by the indenture, a guarantor will be unconditionally released and discharged from the guarantee:

| | in connection with any sale or other disposition of all of the stock of
the guarantor to a person other than us or any of our subsidiaries; |
| --- | --- |
| | in connection with the sale or other disposition of all
or substantially all of the assets of the guarantor, including by way of merger,
consolidation or otherwise, to a person other than us or any of our subsidiaries; |
| | upon the release or discharge of the guarantee of the subsidiary of indebtedness
of us and each guarantor which resulted in the obligation to guarantee the debt securities; or |
| | in connection with the liquidation, dissolution or winding-up of
the guarantor, if such liquidation, dissolution or winding-up complies with the provisions of the indenture. |

Events of Default

Holders of debt securities of any series will have rights if an Event of Default occurs in respect of the debt securities of such series and is not cured, as described later in this subsection.

The term Event of Default in respect of the debt securities of any series means any of the following:

| | we do not
pay the principal of, or any premium on, a debt security of the series within
five days of its due date; |
| --- | --- |
| | we do not
pay interest on a debt security of the series within 30 days of its due date; |
| | we do not
deposit any sinking fund payment in respect of debt securities of the series
on its due date and we do not cure this default within five days; |
| | we remain in
breach of a covenant in respect of debt securities of the series for 60 days
after we receive a written notice of default stating we are in breach. The
notice must be sent by either the trustee or holders of at least 33 1/3% of
the principal amount of debt securities of the series; |
| | we file for
bankruptcy or certain other events of bankruptcy, insolvency or
reorganization occur; and |
| | any other
Event of Default occurs in respect of debt securities of the series described
in the prospectus supplement. |

An Event of Default for a particular series of debt securities does not necessarily constitute an Event of Default for any other series of debt securities issued under the same or any other indenture. The trustee may withhold notice to the holders of debt securities of any default, except in the payment of principal, premium or interest, if it considers the withholding of notice to be in the best interests of the holders.

Remedies if an Event of Default Occurs

If an Event of Default has occurred and has not been cured or waived, the trustee or the holders of not less than 33 1/3% in principal amount of the debt securities of the affected series may declare the entire principal amount of all the debt securities of that series to be due and immediately payable. This is called a declaration of acceleration of maturity. A declaration of acceleration of maturity may be canceled by the holders of a majority in principal amount of the debt securities of the affected series if the default is cured or waived and certain other conditions are satisfied.

Except in cases of default, where the trustee has some special duties, the trustee typically is not required to take any action under an indenture at the request of any holders unless the holders offer the trustee reasonable protection from expenses and liability (called an indemnity). If reasonable indemnity is provided, the holders of a majority in principal amount of the outstanding debt securities of the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. The trustee may refuse to follow those directions in certain circumstances.

Before a holder is allowed to bypass the trustee and bring its own lawsuit or other formal legal action or take other steps to enforce its rights or protect its interests relating to any debt securities, the following must occur:

| | the holder
must give the trustee written notice that an Event of Default has occurred
and remains uncured; |
| --- | --- |
| | the holders
of at least 33 1/3% in principal amount of all outstanding debt securities of
the relevant series must make a written request that the trustee take action
because of the default and must offer reasonable indemnity to the trustee
against the cost and other liabilities of taking that action; |

| | the trustee
must not have taken action for 60 days after receipt of the above notice and
offer of indemnity; and |
| --- | --- |
| | the holders
of a majority in principal amount of the debt securities must not have given
the trustee a direction inconsistent with the above notice during that 60-day
period. |

However, a holder is entitled at any time to bring a lawsuit for the payment of money due on its debt securities on or after the due date.

Each year, we will furnish to each trustee a written statement of certain of our officers certifying that to their knowledge we are in compliance with the indenture and the debt securities, or else specifying any default.

Waiver of Default

The holders of a majority in principal amount of the relevant series of debt securities may waive a default for all such series of debt securities. If this happens, the default will be treated as if it had not occurred. No one can waive a payment default on a holders debt security, however, without the holders approval.

Merger or Consolidation

Under the terms of an indenture, we may be permitted to consolidate or merge with another entity. We may also be permitted to sell all or substantially all of our assets to another entity. However, typically we may not take any of these actions unless all the following conditions are met:

| | if we do not
survive such transaction or we convey, transfer or lease our properties and
assets substantially as an entirety, the acquiring company must be a
corporation, limited liability company, partnership or trust, or other
corporate form, organized under the laws of any state of the United States or
the District of Columbia, any country comprising the European Union, the
United Kingdom or Japan and such company must agree to be legally responsible
for our debt securities, and, if not already subject to the jurisdiction of
any state of the United States or the District of Columbia, the new company
must submit to such jurisdiction for all purposes with respect to the debt
securities and appoint an agent for service of process; |
| --- | --- |
| | alternatively,
we must be the surviving company; |
| | immediately
after the transaction no Event of Default will exist; |
| | we must
deliver certain certificates and documents to the trustee; and |
| | we must
satisfy any other requirements specified in the prospectus supplement
relating to a particular series of debt securities. |

Modification or Waiver

There are three types of changes we may make to an indenture and the debt securities issued thereunder.

Changes Requiring Approval

First, there are changes that we cannot make to debt securities without specific approval of all of the holders. The following is a list of the types of changes that may require specific approval:

| | change the
stated maturity of the principal of or interest on a debt security; |
| --- | --- |
| | reduce any
amounts due on a debt security; |

| | reduce the
amount of principal payable upon acceleration of the maturity of a security
following a default; |
| --- | --- |
| | at any time
after a change of control has occurred, reduce any premium payable upon a
change of control; |
| | change the
place or currency of payment on a debt security (except as otherwise
described in the prospectus or prospectus supplement); |
| | impair the
right of holders to sue for payment; |
| | adversely
affect any right to convert or exchange a debt security in accordance with
its terms; |
| | reduce the
percentage of holders of debt securities whose consent is needed to modify or
amend the indenture; |
| | reduce the
percentage of holders of debt securities whose consent is needed to waive
compliance with certain provisions of the indenture or to waive certain defaults; |
| | modify any
other aspect of the provisions of the indenture dealing with supplemental
indentures, modification and waiver of past defaults, changes to the quorum
or voting requirements or the waiver of certain covenants; and |
| | change any
obligation we have to pay additional amounts. |

Changes Not Requiring Approval

The second type of change does not require any vote by the holders of the debt securities. This type is limited to clarifications and certain other changes that would not adversely affect holders of the outstanding debt securities in any material respect, including the addition of covenants and guarantees. We also do not need any approval to make any change that affects only debt securities to be issued under the indenture after the change takes effect.

Changes Requiring Majority Approval

Any other change to the indenture and the debt securities may require the following approval:

| | if the
change affects only one series of debt securities, it must be approved by the
holders of a majority in principal amount of that series; and |
| --- | --- |
| | if the
change affects more than one series of debt securities issued under the same
indenture, it must be approved by the holders of a majority in principal
amount of all of the series affected by the change, with all affected series
voting together as one class for this purpose. |

In each case, the required approval must be given by written consent.

The holders of a majority in principal amount of all of the series of debt securities issued under an indenture, voting together as one class for this purpose, may waive our compliance obligations with respect to some of our covenants in that indenture. However, we cannot obtain a waiver of a payment default or of any of the matters covered by the bullet points included above under Description of Debt SecuritiesModification or WaiverChanges Requiring Approval.

Further Details Concerning Voting

When taking a vote, we expect to use the following rules to decide how much principal to attribute to a debt security:

| | for original
issue discount securities, we will use the principal amount that would be due
and payable on the voting date if the maturity of these debt securities were
accelerated to that date because of a default; |
| --- | --- |
| | for debt
securities whose principal amount is not known (for example, because it is
based on an index), we will use a special rule for that debt security
described in the related prospectus supplement; and |
| | for debt
securities denominated in one or more foreign currencies, we will use the
U.S. dollar equivalent. |

Debt securities will not be considered outstanding, and therefore not eligible to vote, if we have deposited or set aside in trust money for their payment or redemption. Debt securities will also not be eligible to vote if they have been fully defeased as described later under Description of Debt SecuritiesDefeasanceLegal Defeasance.

We will generally be entitled to set any day as a record date for the purpose of determining the holders of outstanding indenture securities that are entitled to vote or take other action under the indenture. If we set a record date for a vote or other action to be taken by holders of one or more series, that vote or action may be taken only by persons who are holders of outstanding indenture securities of those series on the record date and must be taken within eleven months following the record date.

Book-entry and other indirect holders should consult their banks or brokers for information on how approval may be granted or denied if we seek to change the indenture or the debt securities or request a waiver.

Defeasance

The following provisions will be applicable to each series of debt securities unless we state in the applicable prospectus supplement that the provisions of covenant defeasance and legal defeasance will not be applicable to that series.

Covenant Defeasance

We can make the deposit described below and be released from some of the restrictive covenants in the indenture under which the particular series was issued. This is called covenant defeasance. In that event, the holders would lose the protection of those restrictive covenants but would gain the protection of having money and government securities set aside in trust to repay holders debt securities. If applicable, a holder also would be released from the subordination provisions described under Description of Debt SecuritiesIndenture ProvisionsSubordination below. In order to achieve covenant defeasance, we must do the following:

If we accomplish covenant defeasance, holders can still look to us for repayment of the debt securities if there were a shortfall in the trust deposit or the trustee is prevented from making payment. In fact, if one of the remaining Events of Default occurred (such as our bankruptcy) and the debt securities became immediately due and payable, there might be a shortfall. Depending on the event causing the default, holders may not be able to obtain payment of the shortfall.

Legal Defeasance

As described below, we can legally release ourselves from all payment and other obligations on the debt securities of a particular series (called legal defeasance), without causing the holders to be taxed on the debt securities any differently than absent the release (1) if there is a change in U.S. Federal tax law and (2) if we put in place the following other arrangements for holders to be repaid:

| | If the debt
securities of the particular series are denominated in U.S. dollars, we must
deposit in trust for the benefit of all holders of such debt securities a
combination of money and U.S. government or U.S. government agency notes or
bonds that will generate enough cash to make interest, principal and any
other payments on the debt securities on their various due dates; |
| --- | --- |
| | We may be
required to deliver to the trustee a legal opinion confirming that there has
been a change in current U.S. Federal tax law or an Internal Revenue Service
ruling that allows us to make the above deposit without causing the holders
to be taxed on the debt securities any differently than if we did not make
the deposit and just repaid the debt securities ourselves at maturity. Under
current U.S. Federal tax law, the deposit and our legal release from the debt
securities would be treated as though we paid each holder its share of the
cash and notes or bonds at the time the cash and notes or bonds were
deposited in trust in exchange for its debt securities and holders would
recognize gain or loss on the debt securities at the time of the deposit; and |
| | We must
deliver to the trustee a legal opinion and officers certificate stating that
all conditions precedent to legal defeasance have been complied with. |

If we ever did accomplish legal defeasance, as described above, holders would have to rely solely on the trust deposit for repayment of the debt securities. Holders could not look to us for repayment in the unlikely event of any shortfall. Conversely, the trust deposit would most likely be protected from claims of our lenders and other creditors if we ever became bankrupt or insolvent. If applicable, holders would also be released from the subordination provisions described later under Description of Debt SecuritiesIndenture ProvisionsSubordination.

Resignation of Trustee

Each trustee may resign or be removed with respect to one or more series of indenture securities provided that a successor trustee is appointed to act with respect to such series. In the event that two or more persons are acting as trustee with respect to different series of indenture securities under the indenture, each of the trustees will be a trustee of a trust separate and apart from the trust administered by any other trustee.

Indenture ProvisionsSubordination

Upon any distribution of our assets upon our dissolution, winding up, liquidation or reorganization, the payment of the principal of (and premium, if any) and interest on any indenture securities denominated as subordinated debt securities is to be subordinated to the extent provided in the indenture in right of payment to the prior payment in full of all Senior Indebtedness, but our obligation to holders to make payment of the principal of (and premium, if any) and interest on such subordinated debt securities will not otherwise be affected. In addition, no payment on account of principal (or premium, if any), interest or sinking fund, if any, may be made on such subordinated debt securities at any time unless full payment of all amounts due in respect of the principal (and premium, if any), interest and sinking fund, if any, on Senior Indebtedness has been made or duly provided for in money or moneys worth.

In the event that, notwithstanding the foregoing, any payment from us is received by the trustee in respect of subordinated debt securities or by the holders of any of such subordinated debt securities before all Senior Indebtedness is paid in full, the payment or distribution must be paid over to the holders of the Senior Indebtedness or on their behalf for application to the payment of all the Senior Indebtedness remaining unpaid until all the Senior Indebtedness has been paid in full, after giving effect to any concurrent payment or distribution to the holders of the Senior Indebtedness. Subject to the payment in full of all Senior Indebtedness, the holders of such subordinated debt securities will be subrogated to the rights of the holders of the Senior Indebtedness to the extent of payments made to the holders of the Senior Indebtedness out of the distributive share of such subordinated debt securities.

By reason of this subordination, in the event of a distribution of our assets upon our insolvency, certain of our senior creditors may recover more, ratably, than holders of any subordinated debt securities. The related indenture will provide that these subordination provisions will not apply to money and securities held in trust under the defeasance provisions of the indenture.

Senior Indebtedness will be defined in an applicable indenture as the principal of (and premium, if any) and unpaid interest on:

| | our
indebtedness (including indebtedness of others guaranteed by us), whenever
created, incurred, assumed or guaranteed, for money borrowed (other than
indenture securities issued under the indenture and denominated as
subordinated debt securities), unless in the instrument creating or
evidencing the same or under which the same is outstanding it is provided
that this indebtedness is not senior or prior in right of payment to the
subordinated debt securities; and |
| --- | --- |
| | renewals,
extensions, modifications and refinancings of any of such indebtedness. |

The prospectus supplement accompanying any series of indenture securities denominated as subordinated debt securities will set forth the approximate amount of our Senior Indebtedness outstanding as of a recent date.

Trustee

We intend to name the indenture trustee for each series of indenture securities in the related prospectus supplement.

Certain Considerations Relating to Foreign Currencies

Debt securities denominated or payable in foreign currencies may entail significant risks. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved and will be more fully described in the applicable prospectus supplement.

D ESCRIPTION OF UNITS

The following is a general description of the terms of the units we may issue from time to time unless we provide otherwise in the prospectus supplement. Particular terms of any units we offer will be described in the prospectus supplement relating to such units.

General

We may issue units consisting of common stock, preferred stock, depositary shares, warrants, rights and/or debt securities in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit may be issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date.

We will describe in the applicable prospectus supplement the terms of the series of units, including the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately, the relevant provisions of any agreement governing the units and any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units.

The provisions described in this section, as well as those described under Description of Common Stock, Description of Preferred Stock, Description of Depositary Shares, Description of Warrants, Description of Rights and Description of Debt Securities will apply to each unit and to any preferred stock, depositary shares, warrants, rights and debt securities included in each unit, respectively.

Governing Law

The units and any unit agreement will be governed by, and construed in accordance with, the laws of the State of New York.

B OOK-ENTRY ISSUANCE

Unless otherwise indicated in the applicable prospectus supplement, securities will be issued in the form of one or more global certificates, or global securities, registered in the name of a depositary or its nominee. Unless otherwise indicated in the applicable prospectus supplement, the depositary will be The Depository Trust Company, or DTC. DTC has informed us that its nominee will be Cede & Co. Accordingly, we expect Cede & Co. to be the initial registered holder of all securities that are issued in global form. No person that acquires a beneficial interest in those securities will be entitled to receive a certificate representing that persons interest in the securities except as described herein or in the applicable prospectus supplement. Unless and until definitive securities are issued under the limited circumstances described below, all references to actions by holders of securities issued in global form will refer to actions taken by DTC upon instructions from its participants, and all references to payments and notices to holders will refer to payments and notices to DTC or Cede & Co., as the registered holder of these securities.

DTC has informed us that it is a limited-purpose trust company organized under the New York Banking Law, a banking organization within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a clearing agency registered pursuant to the provisions of Section 17A of the Exchange Act of 1934. DTC holds and provides asset servicing for U.S. and non-U.S. equity issues, corporate and municipal debt issues and money market instruments that DTCs participants deposit with DTC. DTC also facilitates the post-trade settlement among DTCs participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between DTCs participants accounts, thereby eliminating the need for physical movement of certificates. DTCs participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly owned subsidiary of the Depository Trust & Clearing Corporation, or DTCC. DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. The DTC rules applicable to its participants are on file with the SEC.

Persons that are not participants or indirect participants but desire to purchase, sell or otherwise transfer ownership of, or other interests in, securities may do so only through participants and indirect participants. Under a book-entry format, holders may experience some delay in their receipt of payments, as such payments will be forwarded by our designated agent to Cede & Co., as nominee for DTC. DTC will forward such payments to its participants, who will then forward them to indirect participants or holders. Holders will not be recognized by the relevant registrar, transfer agent, trustee, warrant agent, depositary or unit agent as registered holders of the securities entitled to the benefits of our restated certificate of incorporation or the applicable indenture, warrant agreement, deposit agreement, unit agreement or guarantee. Beneficial owners that are not participants will be permitted to exercise their rights only indirectly through and according to the procedures of participants and, if applicable, indirect participants.

Under the rules, regulations and procedures creating and affecting DTC and its operations as currently in effect, DTC will be required to make book-entry transfers of securities among participants and to receive and transmit payments to participants. DTC rules require participants and indirect participants with which beneficial securities owners have accounts to make book-entry transfers and receive and transmit payments on behalf of their respective account holders.

Because DTC can act only on behalf of

| | participants,
who in turn act only on behalf of participants or indirect participants; and |
| --- | --- |
| | certain
banks, trust companies and other persons approved by it, |

the ability of a beneficial owner of securities issued in global form to pledge such securities to persons or entities that do not participate in the DTC system may be limited due to the unavailability of physical certificates for these securities.

DTC has advised us that DTC will take any action permitted to be taken by a registered holder of any securities under our restated certificate of incorporation or the relevant indenture, deposit agreement, warrant agreement or unit agreement only at the direction of one or more participants to whose accounts with DTC such securities are credited.

Unless otherwise indicated in the applicable prospectus supplement, a global security will be exchangeable for the relevant definitive securities registered in the names of persons other than DTC or its nominee only if:

| | DTC notifies
us that it is unwilling or unable to continue as depositary for that global
security or if DTC ceases to be a clearing agency registered under the
Exchange Act when DTC is required to be so registered; |
| --- | --- |
| | we execute
and deliver to the relevant registrar, transfer agent, trustee, warrant
agent, depositary and/or unit agent an order complying with the requirements
of the applicable indenture, warrant agreement, deposit agreement and/or unit
agreement that the global security will be exchangeable for definitive
securities in registered form; or |
| | there has
occurred and is continuing a default in the payment of any amount due in
respect of the securities or, in the case of debt securities, an event of
default or an event that, with the giving of notice or lapse of time, or
both, would constitute an event of default with respect to these debt
securities. |

Any global security that is exchangeable under the preceding sentence will be exchangeable for securities registered in such names as DTC directs.

Upon the occurrence of any event described in the preceding paragraph, DTC is generally required to notify all participants of the availability of definitive securities. Upon DTC surrendering the global security representing the securities and delivery of instructions for re-registration, the registrar, transfer agent, trustee, warrant agent, depositary and/or unit agent, as the case may be, will reissue the securities as definitive securities, and then such persons will recognize the holders of such definitive securities as registered holders of securities entitled to the benefits of our restated certificate of incorporation or the relevant indenture, deposit agreement, warrant agreement and/or unit agreement.

Redemption notices will be sent to Cede & Co. as the registered holder of the global securities. If less than all of a series of securities are being redeemed, DTC will determine the amount of the interest of each direct participant to be redeemed in accordance with its then current procedures.

Except as described above, the global security may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or to a successor depositary we appoint. Except as described above, DTC may not sell, assign, transfer or otherwise convey any beneficial interest in a global security evidencing all or part of any securities unless the beneficial interest is in an amount equal to an authorized denomination for these securities.

The information in this section concerning DTC and DTCs book-entry system has been obtained from sources that we believe to be accurate, but we assume no responsibility for the accuracy thereof. None of Griffon, any registrar and transfer agent, trustee, any warrant agent, depositary or unit agent, or any agent of any of them, will have any responsibility or liability for any aspect of DTCs or any participants records relating to, or for payments made on account of, beneficial interests in a global security, or for maintaining, supervising or reviewing any records relating to such beneficial interests.

Secondary trading in notes and debentures of corporate issuers is generally settled in clearing-house or next-day funds. In contrast, beneficial interests in a global security, in some cases, may trade in the DTCs same-day funds settlement system, in which case secondary market trading activity in those beneficial interests would be required by DTC to settle in immediately available funds. There is no assurance as to the effect, if any, that settlement in immediately available funds would have on trading activity in such beneficial interests. Also, settlement for purchases of beneficial interests in a global security upon the original issuance of this security may be required to be made in immediately available funds.

Considerations Relating to Euroclear and Clearstream

Euroclear and Clearstream are securities clearing systems in Europe. Both systems clear and settle securities transactions between their participants through electronic, book-entry delivery of securities against payment.

Euroclear and Clearstream may be depositaries for a global security. In addition, if DTC is the depositary for a global security, Euroclear and Clearstream may hold interests in the global security as participants in DTC. As long as any global security is held by Euroclear or Clearstream, as depositary, you may hold an interest in the global security only through an organization that participates, directly or indirectly, in Euroclear or Clearstream. If Euroclear or Clearstream is the depositary for a global security and there is no depositary in the United States, you will not be able to hold interests in that global security through any securities clearance system in the United States. Payments, deliveries, transfers, exchanges, notices and other matters relating to the securities made through Euroclear or Clearstream must comply with the rules and procedures of those systems. Those clearing systems could change their rules and procedures at any time. Griffon does not have control over those systems or their participants and assumes no responsibility for their activities. Transactions between participants in Euroclear or Clearstream, on one hand, and participants in DTC, on the other hand, when DTC is the depositary, would also be subject to DTCs rules and procedures.

Special Timing Considerations for Transactions in Euroclear and Clearstream

Investors will be able to make and receive through Euroclear and Clearstream payments, deliveries, transfers, exchanges, notices and other transactions involving any securities held through those clearing systems only on days when those systems are open for business. These clearing systems may not be open for business on days when banks, brokers and other institutions are open for business in the United States.

In addition, because of time-zone differences, U.S. investors who hold their interests in the securities through these clearing systems and wish to transfer their interests, or to receive or make a payment or delivery or exercise any other right with respect to their interests, on a particular day may find that the transaction will not be effected until the next business day in Luxembourg or Brussels, as applicable. Thus, investors who wish to exercise rights that expire on a particular day may need to act before the expiration date. In addition, investors who hold their interests through both DTC and Euroclear or Clearstream may need to make special arrangements to finance any purchases or sales of their interests between the U.S. and European clearing systems, and those transactions may settle later than would be the case for transactions within one clearing system.

R ESELLING SECURITIES

In general, the persons to whom we issue securities under this prospectus will be able to resell our securities in the public market without further registration and without being required to deliver a prospectus. However, certain persons who receive large blocks of our securities may want to resell those securities in distributions that would require the delivery of a prospectus. With our consent, this prospectus may be used by selling security holders who may wish to sell securities offered hereby. As used in this prospectus, selling security holders may include donees and pledgees selling securities received from a named selling security holder. However, no person who receives the securities covered by this prospectus will be authorized to use this prospectus for an offer of such securities without first obtaining our consent. We may limit our consent to a specified time period and subject to certain limitations and conditions, which may vary by agreement.

Selling security holders may agree that:

| | an offering
of securities under this prospectus be effected in an orderly manner through
securities dealers, acting as broker or dealer, selected by us; |
| --- | --- |
| | they will
enter into custody agreements with one or more banks with respect to such
securities; and |
| | that they
make sales only by one or more of the methods described in this prospectus,
as appropriately supplemented or amended when required. |

Usually, we will not receive any of the proceeds from any sale of securities offered by a selling security holder. If we do receive any proceeds, the arrangements and amount will be disclosed in the relevant prospectus supplement.

Selling security holders may sell securities:

| | through any
national securities exchange or automated quotation system on which our
securities have been approved for listing or trading in the future or
otherwise; |
| --- | --- |
| | in the
over-the-counter market; |
| | in special
offerings; |
| | directly to
purchasers in privately negotiated transactions; |
| | by or
through brokers or dealers, in ordinary brokerage transactions or
transactions in which the broker solicits purchasers; |
| | in block
trades in which the broker or dealer will attempt to sell securities as an
agent but may position and resell a portion of the block as principal; |
| | in
transactions in which a broker or dealer purchases as principal for resale
for its own account; |
| | through
underwriters or agents; or |
| | in any
combination of these methods. |

Securities may be sold at a fixed offering price, at the prevailing market price at the time of sale, at prices related to such prevailing market price or at negotiated prices. Any brokers, dealers, underwriters or agents may arrange for others to participate in any such transaction and may receive compensation in the form of discounts, commissions or concessions from selling security holders and/or the purchasers of securities. The proceeds to a selling security holder from any sale of securities will be reduced by any compensation and any expenses to be borne by the selling security holder.

If required by the Securities Act and the rules of the SEC, at the time a particular offer of securities is made a supplement to this prospectus will be delivered that identifies any persons reselling securities acquired under this prospectus and will provide information about them and describe any material arrangements for the distribution of securities and the terms of the offering, including the names of any underwriters, brokers, dealers or agents and any discounts, commissions or concessions and other items constituting compensation from the selling security holder. We may agree to keep the registration statement relating to the offering and sale by the selling security holders continuously effective until a fixed date or the date on which the shares may be resold without registration under the Securities Act.

Selling security holders and any brokers, dealers, underwriters or agents that participate with a selling security holder in the distribution of securities may be deemed to be underwriters within the meaning of the Securities Act, in which event any discounts, commissions or concessions received by any such brokers, dealers, underwriters or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

We may agree to indemnify selling security holders and/or any such brokers, dealers, underwriters or agents against certain civil liabilities, including liabilities under the Securities Act, and to reimburse them for certain expenses in connection with the offering and sale of securities.

Selling security holders may also offer securities acquired pursuant to this prospectus under exemptions from the registration requirements of the Securities Act, including sales which meet the requirements of Rule 144 or Rule 145(d) under the Securities Act. Selling security holders should seek the advice of their own counsel about the legal requirements for such sales.

P LAN OF DISTRIBUTION

This prospectus covers securities that we may issue from time to time in connection with acquisitions of businesses, assets or securities of other companies. In addition to the securities offered by this prospectus, we may offer other consideration, including stock options, cash, notes or other evidences of debt, assumption of liabilities or a combination of these types of consideration. In addition, we may lease property from, and enter into management agreements and consulting and noncompetition agreements with, the former owners and key executive personnel of the businesses to be acquired.

We expect the terms of acquisitions involving the issuance of the securities covered by this prospectus to be determined by direct negotiations between our representatives and the owners or controlling persons of the businesses, assets or securities to be acquired. Factors taken into account in acquisitions may include, among other factors, the quality and reputation of the businesses to be acquired and its management, the strategic market position of the businesses to be acquired, its assets, earning power, cash flow and growth potential, and the market value of its securities, including common stock, when pertinent. The value of our securities issued in any such acquisition will be offered at prices based upon or reasonably related to the current market value of the securities. The value will be determined either when the terms of the acquisition are tentatively or finally agreed to, when the acquisition is completed, when we issue the securities or during some other negotiated period. We do not expect to pay underwriting discounts or commissions, although we may pay finders fees from time to time in connection with certain acquisitions. Any person receiving finders fees may be deemed to be an underwriter within the meaning of the Securities Act, and any profit on the resale of securities purchased by them may be considered underwriting commissions or discounts under the Securities Act.

In an effort to maintain an orderly market in our securities or for other reasons, we may negotiate agreements with persons receiving securities covered by this prospectus that will limit the number of securities that they may sell at specified intervals. These agreements may be more or less restrictive than restrictions on sales made under the exemption from registration requirements of the Securities Act, including the requirements under Rule 144 or Rule 145(d), and the persons party to these agreements may not otherwise be subject to the Securities Act requirements. We may also determine to waive any such agreements without public notice.

In compliance with the guidelines of the Financial Industry Regulatory Authority, the maximum compensation to the underwriters or dealers in connection with the sale of our securities pursuant to this prospectus and the accompanying supplement to this prospectus may not exceed 8% of the aggregate offering price of the securities as set forth on the cover page of any prospectus supplement.

L EGAL MATTERS

The validity of the securities offered by this prospectus will be passed upon for us by Dechert LLP, New York, New York. Martin Nussbaum, a partner of Dechert LLP, owns 20,000 shares of our common stock.

E XPERTS

The audited consolidated financial statements, financial statement schedules and managements assessment of the effectiveness of internal control over financial reporting incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the report of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing in giving said report.

I NCORPORATION BY REFERENCE

We incorporate by reference certain documents that we have filed with the SEC into this prospectus, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information contained directly in this prospectus. This prospectus incorporates by reference our:

| | Annual
report on Form 10-K for the year ended September 30, 2011 filed with the SEC
on November 18, 2011; |
| --- | --- |
| | Quarterly
report on Form 10-Q for the quarters ended December 31, 2011 and March 31,
2012 filed with the SEC on February 2, 2012 and May 9, 2012, respectively; |
| | Current
report on Form 8-K filed with the SEC on January 10, 2012; and |
| | The section
entitled Description of Capital StockCommon Stock located on page 50 of
Amendment No. 1 to our Registration Statement on Form S-4 filed with the SEC
on June 9, 2004. |

We incorporate by reference the documents listed above and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the initial filing of the registration statement that contains this prospectus and prior to the termination of the offering of securities described in this prospectus; provided, however, that notwithstanding the foregoing, unless specifically stated to the contrary, none of the information that is not deemed filed with the SEC, including information furnished under Items 2.02 or 7.01 of any Current Report on Form 8-K, will be incorporated by reference into, or otherwise included in, this prospectus.

You may obtain documents incorporated by reference into this prospectus at no cost by writing or telephoning us at the following address:

Griffon Corporation Attention: Seth L. Kaplan, Senior Vice President, General Counsel and Secretary 712 Fifth Avenue, 18 th Floor New York, New York 10019 (212) 957-5000

Any statements contained in a document incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus (or in any other subsequently filed document which also is incorporated by reference in this prospectus) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part of this prospectus except as so modified or superseded.

W HERE YOU CAN FIND MORE INFORMATION

We make periodic filings and other filings required to be filed by us as a reporting company under Sections 13 and 15(d) of the Exchange Act. You may read and copy any materials we file with the SEC at the SECs Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site at www.sec.gov that contains the reports, proxy and information statements and other information that we file with the SEC. Also visit us at www.griffoncorp.com. Information contained on our website is not incorporated into this prospectus and you should not consider information contained on our website to be part of this prospectus or any prospectus supplement.

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. Indemnification of Directors and Officers.

Our policy and amended bylaws provide that all directors, officers, employees and agents of the registrant shall be entitled to be indemnified by us to the fullest extent permitted by the Delaware General Corporation Law. Under Section 145 of the Delaware General Corporation law, we are permitted to offer indemnification to our directors, officers, employees and agents.

Section 145 of the Delaware General Corporation Law concerning indemnification of officers, directors, employees and agents is set forth below.

Section 145. Indemnification of officers, directors, employees and agents; insurance.

(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the persons conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the persons conduct was unlawful.

(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys fees) actually and reasonably incurred by such person in connection therewith.

(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer of the corporation at the time of such determination: (1) By a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) By a committee of such directors designated by majority vote of such directors, even though less than a

II-1

quorum, or (3) If there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) By the stockholders.

(e) Expenses (including attorneys fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such persons official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to the certificate of incorporation or the bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such persons status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.

(h) For purposes of this section, references to the corporation shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(i) For purposes of this section, references to other enterprises shall include employee benefit plans; references to fines shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to serving at the request of the corporation shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner not opposed to the best interests of the corporation as referred to in this section.

(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement,

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vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporations obligation to advance expenses (including attorneys fees).

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Article V, Section 4 of our amended bylaws provides:

The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened pending or completed action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or an agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the defense or settlement of such action, suit or proceeding, to the fullest extent and in the manner set forth in and permitted by the General Corporation Law of the State of Delaware, as from time to time in effect, and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which such director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of each such person.

The foregoing provisions of this Article shall be deemed to be a contract between the corporation and each director, officer, employee or agent who serves in such capacity at any time while this Article, and the relevant provisions of the General Corporation Law of the State of Delaware and other applicable law, if any, are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.

ITEM 21. Exhibits.

The following exhibits are filed herewith or incorporated by reference herein.

| Exhibit
Number | Description |
| --- | --- |
| 3.1 | Restated
Certificate of Incorporation of Griffon Corporation(1) |
| 3.2 | Amended
Bylaws of Griffon Corporation(2) |
| 3.3 | Certificate of Incorporation of Clopay Building Products
Company, Inc.(3) |
| 3.4 | By-Laws of Clopay Building Products Company, Inc.(3) |
| 3.5 | Certificate of Incorporation of Clopay Plastic Products
Company, Inc.(3) |
| 3.6 | By-Laws of Clopay Plastic Products Company, Inc.(3) |
| 3.7 | Restated Certificate of Incorporation of Telephonics Corporation(3) |
| 3.8 | By-Laws of Telephonics Corporation(3) |
| 3.9 | Certificate of Incorporation of Ames True Temper, Inc.(3) |
| 3.10 | Amended and Restated By-Laws of Ames True Temper, Inc.(3) |
| 3.11 | Certificate of Incorporation of ATT Southern, Inc.(3) |
| 3.12 | By-Laws of ATT Southern, Inc.(3) |
| 4.1 | Specimen
Certificate for Shares of Common Stock of Griffon Corporation(4) |
| 4.2 | Specimen
Preferred Stock Certificate(5) |
| 4.3 | Form of
Deposit Agreement(5) |
| 4.4 | Form of
Depositary Receipt (included in Exhibit 4.3)(5) |
| 4.5 | Form of
Warrant Agreement(5) |
| 4.6 | Form of
Warrant Certificate(5) |
| 4.7 | Form of
Rights Certificate(5) |
| 4.8 | Form of
Indenture(6) |
| 4.9 | Form of Debt
Security(6) |
| 4.10 | Form of Unit
Certificate(5) |
| 4.11 | Form of Unit
Agreement(7) |
| 4.12 | Form of
Subsidiary Guarantee (included in Exhibit 4.8)(6) |
| 4.13 | Form of
Certificate of Designation for Preferred Stock(7) |
| 5.1 | Opinion of
Dechert LLP(3) |
| 12.1 | Computation
of Ratio of Earnings to Fixed Charges(8) |

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| Exhibit
Number | Description |
| --- | --- |
| 23.1 | Consent of
Grant Thornton LLP(3) |
| 23.2 | Consent of
Dechert LLP (included in Exhibit 5.1)(3) |
| 24.1 | Power of
Attorney (included in the signature pages hereto)(8) |
| 25.1 | Statement of
Eligibility of Trustee on Form T-1(9) |

| (1) | Filed as
Exhibit 3.1 to Griffon Corporations Annual Report on Form 10-K for the year
ended September 30, 1995 (Commission File No. 1-06620), as amended by Exhibit
3.1 to Griffon Corporations Quarterly Report on Form 10-Q for the quarter
ended March 31, 2008 (Commission File No. 1-06620), both of which Exhibits
are incorporated herein by reference. |
| --- | --- |
| (2) | Filed as
Exhibit 3 to Griffon Corporations Current Report on Form 8-K, filed May 14,
2008 (Commission File No. 1-06620) and incorporated herein by reference. |
| (3) | Filed herewith. |
| (4) | Filed as
Exhibit 4.3 to Griffon Corporations Registration Statement on Form S-3,
filed September 26, 2003 (Registration No. 333-109171) and incorporated
herein by reference. |
| (5) | Previously
filed as the corresponding exhibit to the Registration Statement on Form S-4
(Registration No. 333-158274), filed March 30, 2009. |
| (6) | Previously filed as the corresponding
exhibit to Amendment No. 2 to the Registration Statement on Form S-3
(Registration No. 333-158273), filed May 15, 2009. |
| (7) | To be filed
by amendment or as an exhibit to a report filed under the Securities Exchange
Act of 1934, as amended, and incorporated herein by reference. |
| (8) | Previously filed as the corresponding exhibit to the
Registration Statement on Form S-4 (Registration No. 333-181279), filed May 9, 2012. |
| (9) | To be filed
in accordance with the requirements of Section 305(b)(2) of the Trust
Indenture Act of 1939, as amended, and the appropriate rules and regulations
thereunder. |

ITEM 22. Undertakings.

| (a) — (1) | To file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement: | |
| --- | --- | --- |
| | (i) | To include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| | (ii) | To reflect
in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the Calculation of Registration Fee
table in the effective registration statement; and |
| | (iii) | To include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement. |
| (2) | That, for
the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities | |

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| | (3) | offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof. — To remove
from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering. | |
| --- | --- | --- | --- |
| | (4) | That, for
the purpose of determining liability under the Securities Act of 1933 to any
purchaser: | |
| | | (i) | (A) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed
to be part of the registration statement as of the date the filed prospectus
was deemed part of and included in the registration statement; and |
| | | (i) | (B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7)
as part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of
providing the information required by section 10(a) of the Securities Act of
1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration statement to which
that prospectus relates, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof. Provided, however,
that no statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that
is part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify any
statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately
prior to such effective date. |
| | (5) | That, for
the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the securities,
the undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities
to the purchaser, if the securities are offered or sold to such purchaser by
means of any of the following communications, the undersigned registrant will
be a seller to the purchaser and will be considered to offer or sell such
securities to such purchaser: | |
| | | (i) | Any
preliminary prospectus or prospectus of the undersigned registrant relating
to the offering required to be filed pursuant to Rule 424; |
| | | (ii) | Any free
writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned registrant; |
| | | (iii) | The portion
of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities
provided by or on behalf of the undersigned registrant; and |
| | | (iv) | Any other
communication that is an offer in the offering made by the undersigned
registrant to the purchaser. |
| (b) | The
undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
registrants annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plans annual | | |

II-5

| | report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof. |
| --- | --- |
| (c) | The
undersigned hereby undertakes that, prior to any public reoffering of the
securities hereunder through the use of a prospectus which is a part of this
registration statement, by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act of 1933,
such reoffering prospectus will contain the information called for by the
applicable registration form with respect to reofferings by persons who may
be deemed underwriters, in addition to the information called for by the
other Items of the applicable form. Further, the undersigned hereby
undertakes that every prospectus (i) that is filed pursuant to this paragraph
(c), or (ii) that purports to meet the requirements of Section 10(a)(3) of
the Securities Act of 1933 and is used in connection with an offering of
securities subject to Rule 415 of the Securities Act of 1933, will be filed
as a part of an amendment to the registration statement and will not be used
until such amendment is effective, and that, for purposes of determining any
liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof. |
| (d) | Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
of 1933 and is therefore unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933, and will be governed by the final adjudication of
such issue. |
| (e) | If and when
applicable, the undersigned registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the Trustee to
act under subsection (a) of Section 310 of the Trust Indenture Act in
accordance with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of such Act. |
| (f) | The
undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request. |
| (g) | The
undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective. |

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 15, 2012.

GRIFFON CORPORATION
By:	*
	Name: Ronald J. Kramer
	Title: Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Chairman of the Board	June 15, 2012
Harvey R. Blau
*	Chief Executive Officer and Director	June 15, 2012
	( Principal Executive Officer )
Ronald J. Kramer
*	Executive Vice President and Chief Financial Officer ( Principal Financial Officer )	June 15, 2012
Douglas J. Wetmore
*	Chief Accounting Officer	June 15, 2012
	(Principal Accounting Officer)
Brian G. Harris

II-7

*	Director	June 15, 2012
Henry A. Alpert
*	Director	June 15, 2012
Bertrand M. Bell
*	Director	June 15, 2012
Gerald J. Cardinale
*	Director	June 15, 2012
Blaine V. Fogg
*	Director	June 15, 2012
Bradley J. Gross
*	Director	June 15, 2012
Robert G. Harrison
*	Director	June 15, 2012
Donald J. Kutyna
*	Director	June 15, 2012
Martin S. Sussman
*	Director	June 15, 2012
William H. Waldorf
*	Director	June 15, 2012
Joseph J. Whalen

* By: /s/ SETH L. KAPLAN
Seth L. Kaplan, Attorney-in-Fact

II-8

SIGNATURES

*
Name:	Steven M.
Lynch
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President	June 15, 2012
	(Principal Executive Officer)
Steven M. Lynch
*	Vice President, Finance	June 15, 2012
	(Principal Financial and Accounting Officer)
Joel T. Eberlein
*	Director	June 15, 2012
Eugene C. Colleran
*	Director	June 15, 2012
Douglas J. Wetmore
*	Director	June 15, 2012
Patrick L. Alesia

* By: /s/ SETH L. KAPLAN
Seth L. Kaplan, Attorney-in-Fact

II-9

SIGNATURES

*
Name:	Alan H.
Koblin
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Director and President	June 15, 2012
	(Principal Executive Officer)
Alan H. Koblin
*	Vice President, Finance	June 15, 2012
	(Principal Financial and Accounting
Officer)
Carolyn M. Hauger
*	Director	June 15, 2012
Douglas J. Wetmore
*	Director	June 15, 2012
Patrick L. Alesia

* By: /s/ SETH L. KAPLAN
Seth L. Kaplan, Attorney-in-Fact

II-10

SIGNATURES

*
Name:	Joseph J.
Battaglia
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President and Director	June 15, 2012
	(Principal Executive Officer)
Joseph J. Battaglia
*	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	June 15, 2012
Dominick Nocera
*	Director	June 15, 2012
Patrick L. Alesia
*	Director	June 15, 2012
Ronald J. Kramer
*	Director	June 15, 2012
Douglas J. Wetmore

* By: /s/ SETH L. KAPLAN
Seth L. Kaplan, Attorney-in-Fact

II-11

SIGNATURES

*
Name:	Eugene C.
Colleran
Title:	Chief
Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President, Chief Executive Officer	June 15, 2012
	and Director
	(Principal Executive Officer)
Eugene C. Colleran
*	Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	June 15, 2012
Marcus D. Hamilton
*	Director	June 15, 2012
Ronald J. Kramer
*	Director	June 15, 2012
Douglas J. Wetmore
*	Director	June 15, 2012
Patrick L. Alesia

* By: /s/ SETH L. KAPLAN
Seth L. Kaplan, Attorney-in-Fact

II-12

SIGNATURES

*
Name:	Eugene C.
Colleran
Title:	Chief
Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Chief Executive Officer and Director	June 15, 2012
	(Principal Executive Officer)
Eugene C. Colleran
*	Chief Financial Officer and	June 15, 2012
	Vice President
	(Principal Financial and Accounting Officer)
Marcus D. Hamilton
*	Director	June 15, 2012
Douglas J. Wetmore
*	Director	June 15, 2012
Patrick L. Alesia

* By: /s/ SETH L. KAPLAN
Seth L. Kaplan, Attorney-in-Fact

II-13

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GRIFFON CORP Registration Form 2012

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GRIFFON CORP — Registration Form 2012

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GRIFFON CORP Registration Form 2012