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Form 8-K SCOTTS MIRACLE-GRO CO For: Apr 02

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April 2, 2015 5:14 PM EDT


 
 
 
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 2, 2015 (April 2, 2015)
_________________________________
The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)
_________________________________
 
 
 
 
Ohio
001-11593
31-1414921
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation or organization)
 File Number)
Identification No.)

 
 
 
 
14111 Scottslawn Road, Marysville, Ohio
 
43041
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (937) 644-0011
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:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 
 




Item 8.01. Other Events.

On April 2, 2015, The Hawthorne Gardening Company, an indirect wholly-owned subsidiary of The Scotts Miracle-Gro Company, issued a news release, a copy of which is filed herewith as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.

(a)     Financial statements of businesses acquired:
         Not applicable.
(b)    Pro forma financial information:
         Not applicable.
(c)     Shell company transactions:
         Not applicable.
(d)    Exhibits:

 
 
 
Exhibit No.
Description
99.1
News Release issued by The Hawthorne Gardening Company on April 2, 2015









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.

 
 
 
 
THE SCOTTS MIRACLE-GRO COMPANY
 
 
Dated: April 2, 2015
 By: /s/ IVAN C. SMITH
 
Printed Name: Ivan C. Smith
 
Title: Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer








INDEX TO EXHIBITS

Current Report on Form 8-K
Dated April 2, 2015
The Scotts Miracle-Gro Company
 
 
 
 
Exhibit No.
Exhibit Description
99.1
News Release issued by The Hawthorne Gardening Company on April 2, 2015










Exhibit 99.1


The Hawthorne Gardening Company Acquires
General Hydroponics and Bio-Organic Solutions

NEW YORK (April 2, 2015) -- The Hawthorne Gardening Company announced today that it has taken a major next step in building a portfolio of brands to serve the needs of indoor and urban gardeners.
Hawthorne, through its subsidiary Hawthorne Hydroponics LLC, has purchased the business of General Hydroponics, Inc. and Bio-Organic Solutions, Inc. The liquid nutrients and growing media products manufactured by these California based companies are marketed under the General Hydroponics and Vermicrop brands, respectively. Hawthorne also owns leading niche organic gardening brands such as EcoScraps® and Whitney Farms® and is a partner with AeroGrow International, a leading manufacturer of hydroponic gardening equipment for consumers.
Founded in 2014, The Hawthorne Gardening Company is dedicated to creating high-quality gardening products that empower people to garden no matter where they live or how they choose to grow.
"The trend of urban and indoor gardening is accelerating by the day and we're excited to quickly be emerging as the company that is meeting the unique needs of these consumers," said Chris Hagedorn, general manager of Hawthorne. "The addition of General Hydroponics and Vermicrop to our family of brands is an important step in our history and speaks to our commitment in this space. Our access to capital and technology will allow us to take these outstanding businesses to an even higher level.
"As a family-led business, we're excited and proud to welcome the Brooke family and all of the General Hydroponics and Vermicrop associates to our team. We look forward to building upon their legacy of serving specialty retailers and providing them and their consumers the high quality products that have become synonymous with these brands."
Ross Haley, CEO and co-founder of Vermicrop, will continue to oversee both brands and will remain based in California. All manufacturing operations will remain in place.
"When we were searching for a partner to take our business to the next level we weren't looking for who could write the biggest check," Haley said. "Our family wanted a partner who shared our values and shared our vision. We found that with Hawthorne and we're excited to start the next chapter in our business."
About The Hawthorne Gardening Company
Hawthorne Gardening Co. is a house of brands that provide an incredible array of tools for a multitude of gardening needs, and yet, all share one mission: to help people live happier, healthier lives through gardening. Our company is dedicated to creating high-quality products founded in social and environmental responsibility. We create engaging consumer experiences and products with the ease and innovation to empower more people to garden - no matter how or where they chose to grow. For more information, visit www.hawthorne-gardening.com.
Media Contact:
Kimberly Chisholm
Marketing Leader
Hawthorne Gardening Company
(614) 595.8033





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