UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 3, 2006
The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)
| Ohio | 1-13292 | 31-1414921 | ||
| (State or other | (Commission File Number) | (IRS Employer | ||
| jurisdiction of | Identification No.) | |||
| incorporation) |
14111 Scottslawn Road, Marysville, Ohio 43041
(Address of principal executive offices) (Zip Code)
(937) 644-0011
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 5 — Corporate Governance and Management
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On May 3, 2006, the Board of Directors of The Scotts Miracle-Gro Company (the “Registrant”), upon
the recommendation of the Governance and Nominating Committee, elected to re-appoint John M.
Sullivan to serve as a member of Class II of the Registrant’s Board of Directors to fill the
vacancy created by the resignation of Mindy F. Grossman on April 19, 2006. Mr. Sullivan had
previously served as a Class II director of the Registrant from 1994 until his retirement following
the Registrant’s 2006 Annual Meeting of Shareholders on January 26, 2006.
Mr. Sullivan qualifies as “independent” under the applicable sections of the Listed Company Manual
of the New York Stock Exchange and applicable rules and regulations of the Securities and Exchange
Commission. He will serve on the Registrant’s Audit Committee and will receive the same
compensation for the year as the other non-employee directors of the Registrant. Said compensation
is disclosed on pages 14-15 of the Registrant’s Proxy Statement for the 2006 Annual Meeting of
Shareholders filed with the SEC on December 20, 2005.
Section 7 — Regulation FD
Item 7.01. Regulation FD Disclosure.
On May 4, 2006, the Registrant issued a press release announcing the declaration of a third quarter
cash dividend as well as Mr. Sullivan’s election to the Registrant’s Board of Directors.
A copy of the press release is furnished herewith and incorporated by reference as Exhibit 99.1.
Section 9 — Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial statements of businesses acquired: | ||
| Not applicable. | |||
| (b) | Pro forma financial information: | ||
| Not applicable. | |||
| (c) | Shell company transactions: | ||
| Not applicable. |
-2-
| (d) | Exhibits: |
| Exhibit No. | Description | |
99.1
|
News Release issued on May 4, 2006 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE SCOTTS MIRACLE-GRO COMPANY | ||||
Dated: May 4, 2006
|
By: | /s/ David M. Aronowitz | ||
| Printed Name: David M. Aronowitz | ||||
| Title: Executive Vice President, General Counsel and Corporate Secretary | ||||
-3-
INDEX TO EXHIBITS
Current Report on Form 8-K
Dated May 4, 2006
Dated May 4, 2006
The Scotts Miracle-Gro Company
| Exhibit No. | Description | |
99.1
|
News Release issued on May 4, 2006 |
-4-
Exhibit 99.1
| The Scotts Miracle-Gro Company | NEWS | |||
The Scotts Miracle-Gro Company Declares
Third Quarter Dividend and Fills Director Vacancy
Third Quarter Dividend and Fills Director Vacancy
MARYSVILLE, Ohio (May 4, 2006) — The Scotts Miracle-Gro Company (the “Company”)(NYSE:
SMG), the world’s leading marketer of branded consumer lawn and garden products, announced today
that its Board of Directors has approved payment of a cash dividend of $0.125 per share on a
split-adjusted basis. The dividend is payable June 1, 2006 to shareholders of record on May 18,
2006.
The Company also announced today that it elected to re-appoint John M. Sullivan to serve as a
member of Class II of the Company’s Board of Directors to fill the vacancy created by the
resignation of Mindy F. Grossman on April 19, 2006. Mr. Sullivan had previously served as a Class
II director of the Company from 1994 until his retirement following the Company’s 2006 Annual
Meeting of Shareholders on January 26, 2006.
About
ScottsMiracle-Gro
With more than $2.3 billion in worldwide sales and more than 6,000 associates, The Scotts Miracle-Gro Company, through its wholly-owned subsidiary, The Scotts Company LLC, is the world’s largest marketer of branded consumer products for lawn and garden care, with products for professional horticulture as well. The Company’s brands are the most recognized in the industry. In the U.S., the Company’s Scotts®, Miracle-Gro® and Ortho® brands are market-leading in their categories, as is the consumer Roundup® brand, which is marketed in North America and most of Europe exclusively by Scotts and owned by Monsanto. The Company also owns Smith & Hawken, a leading brand of garden-inspired products that includes pottery, watering equipment, gardening tools, outdoor furniture and live goods. In Europe, the Company’s brands include Weedol®, Pathclear®, Evergreen®, Levington®, Miracle-Gro®, KB®, Fertiligene® and Substral®. For additional information, visit us at www.scotts.com.
With more than $2.3 billion in worldwide sales and more than 6,000 associates, The Scotts Miracle-Gro Company, through its wholly-owned subsidiary, The Scotts Company LLC, is the world’s largest marketer of branded consumer products for lawn and garden care, with products for professional horticulture as well. The Company’s brands are the most recognized in the industry. In the U.S., the Company’s Scotts®, Miracle-Gro® and Ortho® brands are market-leading in their categories, as is the consumer Roundup® brand, which is marketed in North America and most of Europe exclusively by Scotts and owned by Monsanto. The Company also owns Smith & Hawken, a leading brand of garden-inspired products that includes pottery, watering equipment, gardening tools, outdoor furniture and live goods. In Europe, the Company’s brands include Weedol®, Pathclear®, Evergreen®, Levington®, Miracle-Gro®, KB®, Fertiligene® and Substral®. For additional information, visit us at www.scotts.com.
Contact:
Jim King
Vice President
Investor Relations & Corporate Communications
937-578-5622
Jim King
Vice President
Investor Relations & Corporate Communications
937-578-5622