aero-8k512009.htm
UNITED
STATES
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
Date
of report (Date of earliest event reported): April 30, 2009
AEROGROW
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-50888
|
46-0510685
|
|
(State or Other
Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(I.R.S. Employer
Identification
No.)
|
|
|
|
|
|
6075
Longbow Dr. Suite 200, Boulder, Colorado
|
80301
|
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
Registrant's
Telephone Number, Including Area Code: (303) 444-7755
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions:
r Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
r Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
r Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On April 16, 2009, AeroGrow
International, Inc. (the “Company”
or “AeroGrow”)
was notified by The Nasdaq Stock Market (“Nasdaq,”)
that the Company had not paid certain fees required by Listing Rule
5210(d).
On April 30, 2009, Nasdaq notified the
Company that the Nasdaq Hearing Panel has determined to delist the Company, and
will accordingly suspend trading in the Company’s shares at the open of business
on Monday, May 4, 2009. The Company does not intend to appeal this
decision.
On May 1, 2009, the Company issued a
press release announcing receipt of the Nasdaq letter. A copy of the
press release is included as Exhibit 99.1 to this Form 8-K.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits. The
following exhibit is filed with this Form 8-K:
|
Exhibit
No.
|
Description
|
|
99.1
|
|
Portions of this report may constitute
“forward-looking statements” as defined by federal law. Although the Company
believes any such statements are based on reasonable assumptions, there is no
assurance that actual outcomes will not be materially different. Any such
statements are made in reliance on the “safe harbor” protections provided under
the Private Securities Litigation Reform Act of 1995. Additional information
about issues that could lead to material changes in the Company’s performance is
contained in the Company’s filings with the Securities and Exchange
Commission.
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.
|
|
AeroGrow
International, Inc.
|
|
|
|
|
|
By: /s/ H.
MacGregor
Clarke
|
|
|
H.
MacGregor Clarke
|
|
|
Chief
Financial Officer and
Treasurer
|
DATED: May
1, 2009
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
99.1
|
|