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This excerpt taken from the SMG 8-K filed Apr 28, 2009. The Scotts Miracle-Gro
Company
(Exact
name of registrant as specified in its charter)
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:
This excerpt taken from the SMG 8-K filed Feb 3, 2009. The Scotts Miracle-Gro
Company
(Exact
name of registrant as specified in its charter)
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:
This excerpt taken from the SMG DEF 14A filed Dec 19, 2008. The Scotts Miracle-Gro
Company
Proxy Statement for 2009
Annual Meeting of Shareholders
Table of Contents
14111 Scottslawn Road
Marysville, Ohio 43041
December 19, 2008
Dear Fellow Shareholders:
The Annual Meeting of Shareholders of The Scotts Miracle-Gro
Company will be held at 8:30 a.m., Eastern Time, on
Thursday, January 22, 2009, at The Berger Learning Center,
14111 Scottslawn Road, Marysville, Ohio 43041. The formal Notice
of Annual Meeting of Shareholders and Proxy Statement contain
detailed information about the business to be conducted at the
Annual Meeting.
On behalf of the Board of Directors and management, I invite you
to attend the Annual Meeting.
The Board of Directors has nominated three directors for
election, each to serve for a term of three years expiring at
the 2012 Annual Meeting of Shareholders (Proposal Number
1). The Board of Directors recommends that you vote FOR
each of the nominees.
This year, you are also being asked to ratify the selection of
Deloitte & Touche LLP as the Company’s
independent registered public accounting firm for the fiscal
year ending September 30, 2009 (Proposal Number 2).
The Board of Directors recommends that you vote FOR the
ratification of this selection.
Only shareholders of record at the close of business on
November 26, 2008, are entitled to receive notice of and to
vote at the Annual Meeting.
Whether or not you plan to attend the Annual Meeting, please
record your vote on the accompanying form of proxy and return it
promptly in the postage-paid envelope provided. Alternatively,
if you are a registered shareholder, you may transmit voting
instructions for your Common Shares electronically via the
Internet or telephonically by following the specific
instructions on your form of proxy.
Sincerely,
James
Hagedorn
These excerpts taken from the SMG 10-K filed Dec 3, 2008. The Scotts
Miracle-Gro Company
(Exact name of registrant as
specified in its charter)
Registrant’s telephone number, including area
code: 937-644-0011
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes þ No o
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
(§ 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this
Form 10-K
or any amendment to this
Form 10-K. þ
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
“large accelerated filer,” “accelerated
filer” and “smaller reporting company” in
Rule 12b-2
of the Exchange Act.
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the
Act). Yes o No þ
The aggregate market value of Common Shares (the only common
equity of the registrant) held by non-affiliates of the
registrant computed by reference to the price at which Common
Shares were last sold as of the last business day of the
registrant’s most recently completed second fiscal quarter
(March 28, 2008) was approximately $1,410,465,487.
Indicate the number of shares outstanding of each of the
registrant’s classes of common stock, as of the latest
practicable date: The number of Common Shares of the registrant
outstanding as of November 21, 2008 was 65,373,940.
The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter)
Registrant’s telephone number, including area code: 937-644-0011 Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ The aggregate market value of Common Shares (the only common equity of the registrant) held by non-affiliates of the registrant computed by reference to the price at which Common Shares were last sold as of the last business day of the registrant’s most recently completed second fiscal quarter (March 28, 2008) was approximately $1,410,465,487. Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: The number of Common Shares of the registrant outstanding as of November 21, 2008 was 65,373,940. These excerpts taken from the SMG 10-K filed Nov 25, 2008. The Scotts
Miracle-Gro Company
(Exact name of registrant as
specified in its charter)
Registrant’s telephone number, including area
code: 937-644-0011
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter)
Registrant’s telephone number, including area code: 937-644-0011 Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes This excerpt taken from the SMG 8-K filed Sep 17, 2008. The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)
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:
Item 7.01. Regulation FD Disclosure.
As part of the ongoing governmental investigation previously disclosed by The Scotts Miracle-Gro
Company (the “Company”), the Company and certain of its subsidiaries received Stop Sale, Use or
Removal Orders (“SSUROs”) on September 12, 2008 from the U.S. Environmental Protection Agency
(“USEPA”) with respect to several products including “Season Long Max Weed and Grass Killer Plus
Preventer,” “Weed B Gon Lawn Weed Killer,” “Weed B Gon Max Plus Crabgrass Control Singles,” “Ortho®
Roach, Ant and Spider Killer,” “Winterizer with Plus 2 Weed Control,” and certain Smith & Hawken®
citronella oil. The Company was not shipping these products at the time the SSUROs were issued.
The SSUROs do not apply to the Company’s customers or consumers.
Given the Company’s previous self disclosures on these products to the USEPA, the SSUROs were not
unexpected. The Company was encouraged that the SSUROs provide the Company the ability to relabel
the affected products so that it may resume shipping the products.
The Company does not expect the impact from the delayed shipments of the products subject to the
SSUROs to have a material impact on its financial results for fiscal year 2008 or fiscal year 2009.
Collectively, these products represent less than 1% of the Company’s sales. Currently, the Company
expects costs related to all product recalls and known registration issues related to the ongoing
investigation to range from $50 to $55 million in fiscal year 2008 and approximately $10 million in
fiscal year 2009. Those estimates are exclusive of potential fines and/or penalties. No reserves
have been established with respect to any potential civil or criminal fines or penalties at the
state and/or federal level related to such issues as the scope and magnitude of such amounts are
not currently estimable. However, it is possible that such fines and/or penalties could be
material and have an adverse effect on the Company’s financial condition and results of operations.
As also previously disclosed, the Company expects that the ongoing governmental investigation will
result in the identification of additional product compliance issues. Accordingly, the USEPA may,
among other things, issue additional stop sale orders. Such stop sale orders, if they are issued,
will be publicly available documents; however, unless the Company considers the products addressed
by any one or more of such stop sale orders to merit disclosure on a current basis, the Company
intends to address updates with respect to the third-party review pursuant to the Compliance Review
Plan and any USEPA actions in the Company’s periodic reports.
For more information with respect to additional risks and uncertainties the Company may face in
connection with the ongoing investigation, please see the Company’s Quarterly Report on Form 10-Q
for the fiscal quarter ended June 28, 2008.
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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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