Unassociated Document
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): February 20,
2007
AEROGROW
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-50888
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46-0510685
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(State
or Other Jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer
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Incorporation)
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Identification
No.)
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6075
Longbow Dr. Suite 200, Boulder, Colorado
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80301
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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:
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))
Item
7.01. Regulation FD Disclosure.
AeroGrow
International, Inc. (the “Company” or “AeroGrow”) today announced that it is
proposing to privately offer, subject to market and other conditions,
approximately $4 million of common stock and warrants to purchase common stock
(the “Units”) through an offering within the United States in reliance on the
exemption provided by Section 4(2) of the Securities Act and Rule 506 of
Regulation D promulgated thereunder. Each Unit consists of one share of common
stock and a five-year warrant to purchase one share of common stock at an
exercise price of $7.50 per share. The Company currently anticipates that it
will offer each Unit at a per Unit price of $6.00.
The
Company intends to use the net proceeds of the private offering to increase
working capital for new product introductions into new specialty channels,
and
to extend its product distribution into the lawn and garden and hydroponics
channels. The Company also intends to utilize the net proceeds of the private
offering to increase inventory levels to support the foregoing additional
product distribution and for general corporate purposes. The Company also
requires an increase in shareholder’s equity to assist it in satisfying the
capital requirements of the NASDAQ Capital Market. The Company is not currently
listed on the NASDAQ Capital Market and does not currently satisfy its listing
criteria.
The
Units, common stock and warrants to be issued, and any common stock issuable
upon conversion of the warrants, have not been registered under the Securities
Act of 1933 and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.
The
information contained in this Item 7.01 shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed
incorporated by reference in any filing with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 or the Securities Act
of
1933, whether made before or after the date hereof and irrespective of any
general incorporation language.
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.
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AeroGrow
International, Inc.
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By: |
/s/ Mitchell
B. Rubin |
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Mitchell
B. Rubin
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Chief
Financial Officer
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| DATED: February 20, 2007 |
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