Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
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3: EX-10.44 Material Contract -- exhibit1044 HTML 39K
4: EX-21 Subsidiaries List HTML 39K
5: EX-23 Consent of Experts or Counsel HTML 37K
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Comprehensive Income (Loss)
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67: R6 Consolidated Statements of Shareholders' Equity HTML 99K
79: R7 Description of Business and Summary of Significant HTML 118K
Accounting Policies
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47: R9 Inventories HTML 47K
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97: R13 Accrued Liabilities HTML 55K
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Debt
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86: R18 Income Taxes HTML 157K
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126: R20 Commitments and Contingent Liabilities HTML 53K
108: R21 Earnings (Loss) Per Share HTML 52K
73: R22 Related Parties HTML 43K
92: R23 Quarterly Financial Information (Unaudited) HTML 91K
76: R24 Reportable Segments HTML 206K
36: R25 Other Income (Expense) HTML 40K
109: R26 Other Comprehensive Income (Loss) HTML 108K
122: R27 Consolidating Guarantor and Non-Guarantor HTML 737K
Financial Information
52: R28 Subsequent Events HTML 39K
51: R29 Schedule Ii Valuation and Qualifying Accounts HTML 145K
56: R30 Description of Business and Summary of Significant HTML 170K
Accounting Policies (Policies)
57: R31 Acquisitions (Tables) HTML 78K
59: R32 Inventories (Tables) HTML 45K
24: R33 Property, Plant and Equipment (Tables) HTML 49K
106: R34 Goodwill and Other Intangibles (Tables) HTML 85K
71: R35 Discontinued Operations (Tables) HTML 55K
74: R36 Accrued Liabilities (Tables) HTML 54K
42: R37 Restructuring and Other Related Charges (Tables) HTML 82K
125: R38 Warranty Liability (Tables) HTML 46K
15: R39 Notes Payable, Capitalized Leases and Long-Term HTML 362K
Debt (Tables)
61: R40 Employee Benefit Plans (Tables) HTML 306K
113: R41 Income Taxes (Tables) HTML 157K
39: R42 Stockholders' Equity and Equity Compensation HTML 88K
(Tables)
50: R43 Earnings (Loss) Per Share (Tables) HTML 50K
55: R44 Quarterly Financial Information (Unaudited) HTML 85K
(Tables)
65: R45 Reportable Segments (Tables) HTML 200K
23: R46 Other Comprehensive Income (Loss) (Tables) HTML 109K
46: R47 Consolidating Guarantor and Non-Guarantor HTML 736K
Financial Information (Tables)
17: R48 Description of Business and Summary of Significant HTML 161K
Accounting Policies (Details)
111: R49 Acquisitions (Details) HTML 52K
38: R50 Acquisitions (Details) - Summary of Fair Values of HTML 63K
Assets Acquired
107: R51 Acquisitions (Details) - Summary of Goodwill and HTML 54K
Intangible Asset Classifications
43: R52 INVENTORIES (Details) - Summary of Inventories HTML 46K
stated at lower cost
62: R53 PROPERTY, PLANT AND EQUIPMENT (Details) - Summary HTML 48K
of property plant and equipment
16: R54 GOODWILL AND OTHER INTANGIBLES (Details) - Summary HTML 46K
of changes in carrying value of goodwill
20: R55 GOODWILL AND OTHER INTANGIBLES (Details) - Summary HTML 50K
of gross carrying value and accumulated
amortization of intangible assets
54: R56 Goodwill and Other Intangibles (Details) HTML 54K
28: R57 Discontinued Operations (Details) HTML 46K
118: R58 Discontinued Operations (Details) - Summary of HTML 52K
discontinued operations
69: R59 ACCRUED LIABILITIES (Details) - Schedule of HTML 64K
accrued liabilities
96: R60 Restructuring and Other Related Charges (Details) HTML 62K
45: R61 Restructuring and Other Related Charges (Details) HTML 44K
- Summary of the restructuring and other related
charges
48: R62 Restructuring and Other Related Charges (Details) HTML 50K
- Summary of accrued liability for the
restructuring and related charges
104: R63 Warranty Liability (Details) HTML 39K
100: R64 Warranty Liability (Details) - Summary of changes HTML 44K
in warrant liability included in Accrued
liabilities
72: R65 NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM HTML 49K
DEBT (Details) - Summary of net minimum payments
on capitalized leases
102: R66 Notes Payable, Capitalized Leases and Long-Term HTML 463K
Debt (Details)
44: R67 Notes Payable, Capitalized Leases and Long-Term HTML 105K
Debt (Details) - Summary of Long-Term Debt
77: R68 Notes Payable, Capitalized Leases and Long-Term HTML 114K
Debt (Details) - Summary of Interest Expense
Incurred
121: R69 Employee Benefit Plans (Details) HTML 92K
19: R70 Employee Benefit Plans (Details) - Schedule of net HTML 63K
periodic costs
35: R71 Employee Benefit Plans (Details) - HTML 47K
Weighted-average assumptions used in determining
the net periodic benefit costs
63: R72 Employee Benefit Plans (Details) - Plan assets and HTML 145K
benefit obligation of the defined benefit plans
26: R73 Employee Benefit Plans (Details) - Schedule of HTML 43K
weighted average assumptions used in determining
benefit obligations
124: R74 Employee Benefit Plans (Details) - Actual and HTML 46K
weighted-average assets allocation for qualified
benefit plans
40: R75 Employee Benefit Plans (Details) - Estimated HTML 53K
future benefit payments to retirees
30: R76 Employee Benefit Plans (Details) - Pension and HTML 78K
post-retirement plan assets by asset category
34: R77 Employee Benefit Plans (Details) - ESOP Shares HTML 43K
21: R78 INCOME TAXES (Details) - Components of Income HTML 43K
before taxes and discontinued operations
25: R79 INCOME TAXES (Details) - Provision (benefit) for HTML 59K
income taxes on income from continuing operations
87: R80 Income Taxes (Details) HTML 56K
32: R81 Income Taxes (Details) - Schedule of effective HTML 72K
income tax rate reconciliation
119: R82 Income Taxes (Details) - Schedule of deferred tax HTML 94K
assets and liabilities
60: R83 Income Taxes (Details) - Components of net HTML 48K
deferred tax asset (liability), by balance sheet
account
94: R84 Income Taxes (Details) - Schedule of unrecognized HTML 51K
tax benefits
101: R85 Stockholders' Equity and Equity Compensation HTML 145K
(Details)
31: R86 Stockholders' Equity and Equity Compensation HTML 44K
(Details) - Summary of stock-based compensation
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33: R87 Stockholders' Equity and Equity Compensation HTML 54K
(Details) - Summary of stock option activity
116: R88 Stockholders' Equity and Equity Compensation HTML 63K
(Details) - Stock options activity range of
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27: R89 Stockholders' Equity and Equity Compensation HTML 62K
(Details) - Summary of restricted stock activity
88: R90 Commitments and Contingent Liabilities (Details) HTML 64K
84: R91 EARNINGS (LOSS) PER SHARE (Details) - Basic and HTML 51K
diluted EPS from continuing operations
105: R92 Related Parties (Details) HTML 55K
83: R93 Quarterly Financial Information (Unaudited) HTML 49K
(Details)
68: R94 Quarterly Financial Information (UNAUDITED) HTML 59K
(Details) - Schedule of quarterly financial
information
110: R95 REPORTABLE SEGMENTS (Details) - Schedule of HTML 106K
Summary of Reconciliation of Segment Profit Before
Taxes and Operations
66: R96 REPORTABLE SEGMENTS (Details) - Schedule of HTML 49K
summary of segment assets
41: R97 REPORTABLE SEGMENTS (Details) - Schedule of HTML 58K
Segment Information by Geographic Region
75: R98 Reportable Segments (Details) HTML 42K
70: R99 Other Income (Expense) (Details) HTML 42K
53: R100 OTHER COMPREHENSIVE INCOME (LOSS) (Details) - HTML 80K
Summary of Other Comprehensive Income
127: R101 OTHER COMPREHENSIVE INCOME (LOSS) (Details) - HTML 44K
Accumulated Other Comprehensive Income
103: R102 Other Comprehensive Income (Loss) (Details) - HTML 51K
Total Comprehensive Income (Loss)
82: R103 Other Comprehensive Income (LOSS) (Details) - HTML 51K
Summary of Amounts Reclassified from Accumulated
Other Comprehensive Income
22: R104 Consolidating Guarantor and Non-Guarantor HTML 42K
Financial Information (Details)
112: R105 Consolidating Guarantor and Non-Guarantor HTML 163K
Financial Information (Details) - Summary of
consolidated balance sheets
120: R106 Consolidating Guarantor and Non-Guarantor HTML 177K
Financial Information (Details) - Summary of
consolidated statement of operations and
comprehensive income
114: R107 Consolidating Guarantor and Non-Guarantor HTML 203K
Financial Information (Details) - Summary of
consolidated cash flows
78: R108 Subsequent Events (Details) HTML 37K
29: R109 SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS HTML 58K
(Details) - Schedule of Valuation and Qualifying
Accounts
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This Purchase Agreement (the “Agreement”), dated as of November 13, 2013, is by and between GS Direct, L.L.C., a Delaware limited liability company (the “Seller”), and Griffon Corporation, a Delaware corporation (the “Company”).
WHEREAS, the Seller is selling an aggregate of 4,444,444 shares (the “Shares”) of common stock, par value $0.25 per share, of the Company at a price of $11.25 per Share;
WHEREAS, the parties hereto desire that the Seller sells, transfers, conveys and assigns to the
Company, and that the Company purchases and acquires from the Seller, the Shares and any and all rights and benefits incident to the ownership thereof;
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1.Sale and Purchase of Shares; Closing.
1.1 Sale and Purchase. Subject to the terms and conditions of this Agreement, the Seller shall sell, convey, assign and deliver to the
Company, and the Company shall purchase from the Seller, the Shares and any and all rights and benefits incident to the ownership thereof, for and in consideration of delivery by the Company of the sum of an aggregate $50,000,000 (the “Purchase Price”) at the Closing (as defined below).
1.2 Closing. The transfer of stock certificates evidencing the Shares, free and clear of all encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto, pursuant to this Agreement (the “Closing”)
shall occur at 9:00 am New York City Time on December 10, 2013 (the “Closing Date”) simultaneously with the delivery to the Seller of the consideration described in Section 1.1 above by wire transfer of immediately available funds to an account designated by the Seller (the “Transaction”), subject to the representations and warranties contained in Sections 2 (which Seller shall have the sole right to assert or waive) and 3 below (which the company shall have the sole right to assert or waive) being true and correct in all respects on and as of the Closing Date with the same effect as though made at and as of such date.
SECTION 2. Representations and Warranties
of the Company. The Company represents and warrants to the Seller, as of the date hereof and as of the Closing Date, as follows:
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2.1 Organization; Authority. The Company is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate, partnership or other applicable power and authority to enter into and to consummate the transactions
contemplated by this Agreement and otherwise to carry out its obligations hereunder, and the execution, delivery and performance by the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of the Company. This Agreement, when executed and delivered by the Company, shall constitute a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (c) to the extent the indemnification provisions contained herein may be limited by federal or state securities laws.
2.2 No Conflicts; Advice. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, does or will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which the Company is subject or any provision of its organizational documents or other
similar governing instruments, or conflict with, violate or constitute a default under any agreement, credit facility, debt or other instrument or understanding to which the Company is a party.
SECTION 3. Representations and Warranties of the Seller. The Seller represents and warrants to the Company, as of the date hereof and as of the Closing Date, as follows:
3.1 Authorization of Agreement. The Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware with full limited liability
company power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder, and the execution, delivery and performance by the Seller of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of the Seller. This Agreement, when executed and delivered by the Seller, shall constitute a valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (c) to the extent the indemnification provisions contained herein may be limited by federal
or state securities laws.
3.2 Title to the Shares. The Seller is the lawful owner of the Shares with good and marketable title thereto, and the Seller has the absolute right to sell, assign, convey, transfer and deliver the Shares and any and all rights and benefits incident to the ownership thereof, all of which rights and benefits are transferable by the Seller to the Company pursuant to this Agreement, free and clear of all the following of any nature whatsoever: security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances, lock-up arrangements, options, rights of
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first
offer or refusal, community property rights, mortgages, indentures, security agreements or other agreements, arrangements, contracts, commitments, understandings or obligations, whether written or oral and whether or not relating in any way to credit or the borrowing of money.
3.3 No Reliance. The Seller (i) is not relying upon any representations except those expressly set forth in this Agreement; (ii) has not relied on the Company for any legal, regulatory, tax, business, investment, financial, and accounting advice, and it has made its own decisions based upon its own judgment and not upon any
view expressed by the Company or any of its respective agents; and (iii) is entering into this Agreement with a full understanding of the terms, conditions and risks thereof and it is capable of and willing to assume those risks. The Seller acknowledges that: (a) the Company may possess and may hereafter possess certain non-public information covering the Company and its Affiliates that may or may not be independently known to such Seller (the “Non-Public Information”) which may constitute material information with respect to the transactions contemplated by this Agreement, and (b) the Seller hereby agrees to sell the Shares to the
Company notwithstanding that it is aware that Non-Public Information may exist and that the Company may not have disclosed such Non-Public Information to the Seller. The Seller acknowledges and represents and warrants to the Company that the Company has no obligation to the Seller to disclose any such Non-Public Information and no fiduciary obligations to the Seller.
SECTION 4. Indemnification. The Seller shall indemnify, defend and hold harmless the Company (and its respective affiliates, directors,
officers, employees, successors and assigns) from and against any and all losses, claims, damages, liabilities and expenses based upon, arising out of or otherwise in respect of any material inaccuracy in, or any material breach of, the representations or warranties of the Seller and the covenants or agreements made by the Seller in this Agreement. The Company shall indemnify, defend and hold harmless the Seller (and its respective affiliates, directors, officers, employees, successors and assigns) from and against any and all losses, claims, damages, liabilities and expenses based upon, arising out of or otherwise in respect of any material inaccuracy in, or any material breach of, the representations or warranties of the Company and the covenants or agreements made by the
Company in this Agreement.
SECTION 5. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by facsimile (upon confirmation of receipt), or 72 hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, addressed to the party to be notified at such party’s address as set forth below.
712 Fifth Avenue, 18th Floor, New York, New
York10019 Facsimile: (516) 932-1169 Attention: General Counsel
SECTION 6. Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors, heirs, personal representatives and permitted assigns.
SECTION 7. Counterparts. This Agreement may be executed via facsimile in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
SECTION
8. Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired hereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.
SECTION 9. Entire Agreement. This Agreement represents the entire agreement of the parties hereto with respect to the matters contemplated hereby, and there are no written or oral representations, warranties, understandings or agreements with respect hereto except as expressly set forth herein.
SECTION
10. Right of First Negotiation, Investment Agreement and Registration Rights Agreement. If, after the closing of the Transaction and prior to December 31, 2014, the Seller intends to sell to an unaffiliated third party all or any of the shares (the "Notice Shares") of Common Stock of the Company owned by it after giving effect to the Transaction (other than pursuant to unsolicited brokerage transactions under Rule 144 or pursuant to the exercise of its registration rights under the Registration Rights Agreement), the Seller shall notify the
Company of such intent and shall first negotiate in good faith with the Company to sell the Notice Shares to the Company. The Company shall have a period of twenty-one (21) days to negotiate and close its acquisition of the Notice Shares, after which the Seller shall be free to sell the Notice Shares to a third party. Except insofar as this Section modifies Section 7.4(c) of the Investment Agreement, nothing contained herein is intended to amend or modify the Investment Agreement or the Registration Rights Agreement, which shall remain unchanged and in full force and effect in accordance with the terms thereof.
SECTION
11. Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by each party or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought.
SECTION 12. Further Assurances. Each of the Company and the Seller hereby agrees and provides further assurances that it will, in the future, execute and deliver any and
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all further agreements, certificates,
instruments and documents and do and perform or cause to be done and performed, all acts and things as may be necessary or appropriate to carry out the intent and accomplish the purposes of this Agreement.
SECTION 13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
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IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above-written.
