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CUSIP
No. 00768M103
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1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
Michael
S. Barish
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
Instructions)
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(a) ¨
(b) ¨
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See
Instructions)
OO,
PF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF
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7
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SOLE
VOTING POWER
1,138,750
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SHARES
BENEFICIALLY
OWNED
BY
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8
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SHARED
VOTING POWER
0
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EACH
REPORTING
PERSON
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9
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SOLE
DISPOSITIVE POWER
1,138,750
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WITH
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10
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,138,750
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(See
Instructions)
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¨
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.43%
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14
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TYPE
OF REPORTING PERSON (See
Instructions)
IN
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2
of 5
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(a) This
statement on Schedule 13D relates to the common stock of AeroGrow
International, Inc., a Nevada corporation (the
“Issuer”).
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(b) The
principal executive offices of the Issuer are located at 6075 Longbow
Drive, Suite 200, Boulder, Colorado,
80301.
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(a)-(f) This
statement on Schedule 13D is filed by Michael
S. Barish, a United States citizen. The
address of the reporting person
is c/o Michael S. Barish, 2401 East Second Avenue, Suite 400, Denver, CO
80206. The principal occupation of the reporting person
is the investment profession, and his principal addressis is the same as
above. During
the last five years
the reporting person has
not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) nor has
such
person been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such
person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
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The
reporting person used a combination of sources to purchase 145 shares of
the Issuer’s Series A Preferred Stock (the “Series A Stock”) and a warrant
to purchase 72 shares of Series A Stock (the
“Warrant”). The reporting person exchanged
securities of the Issuer held by the reporting person that were valued by
the Issuer at $45,000 and made a cash payment out of personal funds in the
amount of $100,000.
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(a)-(i)
The purpose of the transaction was to acquire the Series A Stock and
Warrant. Each Warrant has a term of five (5) years with
an exercise price of $1,250 per share. The reporting
person may exercise the Warrant at any time. At the election of
the reporting person, each share of Series A Stock is convertible into
5,000 shares of the Issuer’s common stock, subject to customary
anti-dilution adjustments. The holders of the Series A Stock,
in aggregate, are entitled to appoint three (3) directors to the board of
directors of the Issuer. In connection with the transactions,
the Issuer amended its bylaws to render the Nevada control share statute
inapplicable to the Issuer. The holders of Series A Stock are
entitled to vote alongside the holders of the Issuer’s common stock on an
as-converted-to common stock basis. The holders of the Series A
Stock are entitled to receive preferential dividends in the amount of 8%
per annum when and if declared by the board of directors of the
Issuer. The holders of the Series A Stock, in aggregate and
voting as a separate class, are entitled to vote on certain corporate
transactions of the Issuer including, without limitation, any amendments
to the Issuer’s bylaws or articles of incorporation and the creation of
any equity securities senior to the Series A Stock. The
description of the terms of the Series A Stock are qualified in their
entirety by reference to the Issuer’s Certificate of Designations filed
with the Nevada Secretary of State on June 29, 2009 (which is included as
Exhibit A to this Schedule 13D and is incorporated by reference into this
Item 4). The description of the terms of the Warrant are
qualified in their entirety by reference to the Issuer’s Form of Series A
Preferred Stock Warrant (which is included as Exhibit B to this Schedule
13D and is incorporated by reference into this Item
4).
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(a)
The aggregate number of shares of common stock of the Issuer the reporting
person beneficially owns is 1,138,750, including shares of common stock
issuable upon conversion of the 145 shares of Series A Stock, 72 shares of
Series A Stock underlying the Warrant, and 53,750 shares held
directly. The aggregate number of shares of common stock of the
Issuer the reporting person beneficially owns represents 8.43% of the
Issuer’s outstanding common stock after exercise of the Warrant and
conversion of the Series A Stock based on 12,425,249 shares of such common
stock outstanding, 6,836 shares of Series A Stock outstanding, and
warrants to purchase 3,414 shares of Series A Stock
outstanding.
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(b)
The reporting person has the sole power to vote or to direct the voting of
all such shares described in Item 5(a) above. The reporting
person has the sole power to dispose or direct the disposition of all such
shares described in Item 5(a) above. The reporting person does
not have shared power to vote or to direct the vote of any such shares
described in Item 5(a) above, and does not have shared power to dispose or
direct the disposition of any such shares described in Item 5(a)
above.
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(c)
On June 30, 2009, the reporting person entered into a privately-negotiated
agreement with the Issuer pursuant to which the reporting person acquired
145 shares of Series A Stock and a Warrant to purchase 72 shares of Series
A Stock. The reporting person paid $1,000 per share of Series A
Stock and received a warrant to purchase 0.5 shares of Series A Stock,
exercisable at $1,250 per share for each share of Series A Stock
purchased.
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(d)
The holders of the Series A Stock are entitled to receive preferential
dividends in the amount of 8% per annum when and if declared by the board
of directors of the Issuer.
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(e)
Not applicable.
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A.
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Certificate
of Designations (Incorporated by reference to Exhibit 3.7 to the Issuer’s
Annual Report on Form 10-K for the year ended March 31,
2009).
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B.
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Form
of Series A Preferred Stock Warrant (Incorporated by reference to Exhibit
4.19 to the Issuer’s Annual Report on Form 10-K for the year ended March
31, 2009).
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C.
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Investor
Rights Agreement (Incorporated by reference to Exhibit 4.20 to the
Issuer’s Annual Report on Form 10-K for the year ended March 31,
2009).
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July
14, 2009
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Date
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| /s/ Michael S. Barish | |
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Signature
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Michael
S. Barish
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Name/Title
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