GRIFFON CORP — Regulatory Filings 2022

Mar 4, 2022

S-8 1 c103191_s8.htm

As filed with the Securities and Exchange Commission on March 4, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

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GRIFFON CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE (State or other jurisdiction of incorporation or organization) 11-1893410 (I.R.S. Employer Identification No.)

712 Fifth Avenue, 18 th Floor

New York, New York 10019

(Address of Principal Executive Offices)

GRIFFON CORPORATION AMENDED AND RESTATED

2016 EQUITY INCENTIVE PLAN

(Full title of the plan)

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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 and telephone number, including area code, of agent for service)

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Copy to:

Martin Nussbaum, Esq.

Dechert LLP

1095 Avenue of the Americas

New York, NY 10036

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. (Check one):

| Large accelerated filer þ |
| --- |
| Emerging growth company o |
| If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o |

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EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, this registration statement on Form S-8 (this “Registration Statement”) is being filed in order to register an additional 1,200,000 shares of the Registrant’s Common Stock, which are securities of the same class as those shares registered on the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission on January 31, 2020, File No. 333-236181, February 2, 2018, File No. 333-222844, and January 29, 2016, File No. 333-209222, which are hereby incorporated by reference.

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference the documents listed below. In addition, all documents and reports subsequently filed by the Registrant with the Securities and Exchange Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the filing of a post-effective amendment to this Registration Statement, which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as modified or superseded.

(1) The Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021 , filed with the Commission on November 17, 2021, which contains audited consolidated financial statements for the most recent fiscal year for which such statements have been filed;

(2) The Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2021 , filed with the Commission on February 1, 2022;

(3) The Company’s Current Reports on Form 8-K, filed with the Commission on December 21, 2021 , January 10, 2022 , January 28, 2022 , February 1, 2022 and February 18, 2022 ; and

(4) The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A, dated January 19, 1993, including any amendment(s) or report(s) filed for the purpose of updating such description.

The Company will provide without charge to each person to whom a copy of this Registration Statement is delivered, upon the written or oral request of such person, a copy of any or all of the documents incorporated by reference (except for exhibits thereto unless specifically incorporated by reference herein). Requests for such copies should be directed to the Secretary, Griffon Corporation, 712 Fifth Avenue, 18th Floor, New York, New York 10019, (212) 957-5000.

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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

Exhibit Number	Exhibit
5.1	Opinion and Consent of Dechert LLP.
10.1	Griffon Corporation Amended and Restated 2016 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K dated February 18, 2022 (Commission File No. 001-06620)).
23.1	Consent of Grant Thornton LLP.
23.3	Consent of Dechert LLP (contained in Exhibit 5.1).
24.1	Power of Attorney (included on signature pages).
107.1	Filing Fee Table

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 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 March 4, 2022.

GRIFFON CORPORATION
By:	/s/ Ronald J. Kramer
	Ronald J. Kramer
	Chief Executive Officer

POWER OF ATTORNEY

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 date indicated .

Each person whose signature appears below constitutes and appoints Ronald J. Kramer and Seth L. Kaplan, and each of them, with full power of substitution, his true and lawful attorney-in-fact and agent to do any and all acts and things in his name and on his behalf in his capacity indicated below which they or either of them may deem necessary or advisable to enable Griffon Corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement including specifically, but not limited to, power and authority to sign for him in his name in the capacities stated below, any and all amendments (including post-effective amendments) thereto, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in such connection, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

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

Signature	Title	Date
/s/ Ronald J. Kramer	Chairman and Chief Executive Officer (Principal Executive Officer)	March 4, 2022
Ronald J. Kramer
/s/ Brian G. Harris	Senior Vice President and Chief Financial Officer (Principal Financial Offer)	March 4, 2022
Brian G. Harris
/s/ W. Christopher Durborow	Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)	March 4, 2022
W. Christopher Durborow

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Signature	Title	Date
/s/ Henry A. Alpert	Director	March 4, 2022
Henry A. Alpert
/s/ Thomas J. Brosig	Director	March 4, 2022
Thomas J. Brosig
/s/ Jerome L. Coben	Director	March 4, 2022
Jerome L. Coben
/s/ H. C. Charles Diao	Director	March 4, 2022
H. C. Charles Diao
/s/ Louis J. Grabowsky	Director	March 4, 2022
Louis J. Grabowsky
/s/ Robert G. Harrison	Director	March 4, 2022
Robert G. Harrison
/s/ Lacy M. Johnson	Director	March 4, 2022
Lacy M. Johnson
/s/ Victor Eugene Renuart	Director	March 4, 2022
Victor Eugene Renuart
/s/ James W. Sight	Director	March 4, 2022
James W. Sight
/s/ Samanta Hegedus Stewart	Director	March 4, 2022
Samanta Hegedus Stewart
/s/ Kevin F. Sullivan	Director	March 4, 2022
Kevin F. Sullivan
/s/ Michelle L. Taylor	Director	March 4, 2022
Michele L. Taylor
/s/ Cheryl L. Turnbull	Director	March 4, 2022
Cheryl L. Turnbull

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