Schedule 13d
| Filed by: | AEROGROW INTERNATIONAL, INC. |
| Subject Company: | AEROGROW INTERNATIONAL, INC. |
| Filed as of Date: | 07/10/2009 |
| View Original Filing on Edgar's | |
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. ___)*
AeroGrow
International, Inc.
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(Name of
Issuer)
Common
Stock, $0.001 par value per share
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(Title of
Class of Securities)
00768M103
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(CUSIP
Number)
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H.
MacGregor Clarke
AeroGrow
International, Inc.
6075
Longbow Drive, Suite 200
Boulder,
CO 80301
(303)
444-7755
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
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June 30, 2009
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(Date
of Event which Requires Filing of this Statement)
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If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP
No. 00768M103
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SCHEDULE 13D |
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1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
H.
MacGregor Clarke
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (See Instructions)
(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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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF
SHARES
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7
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SOLE
VOTING POWER
675,000
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BENEFICIALLY
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8
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SHARED
VOTING POWER
5,000
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OWNED
BY EACH REPORTING |
9
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SOLE
DISPOSITIVE POWER
675,000
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PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
5,000
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
680,000
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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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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.19%
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14
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TYPE
OF REPORTING PERSON (See
Instructions)
IN
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INCLUDE
BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Item
1 – Security and Issuer
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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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Item 2
- - Identity and Background
(a)-(f) This
statement on Schedule 13D is filed by H. MacGregor Clarke, a
U.S. citizen. The
address of the reporting person is 6075
Longbow Drive, Suite 200, Boulder, Colorado, 80301. The principal
occupation of the reporting person is Chief Financial Officer of
the Issuer. The Issuer’s address is 6075 Longbow Drive, Suite
200, Boulder, Colorado, 80301. 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.
Item 3
- - Source and Amount of Funds or Other Consideration
The
reporting person used a combination of sources to purchase 75 shares of the
Issuer’s Series A Preferred Stock (the “Series A Stock”) and a warrant to
purchase 37 shares of Series A Stock (the “Warrant”). The reporting
person paid $52,000 in personal funds to partially fund the
transaction. Additionally, the reporting person agreed to convert
$23,000 in back wages owed to the reporting person by the Issuer into Series A
Stock and the Warrant, for an aggregate purchase price of $75,000.
Item 4
- - Purpose of Transaction
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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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Item
5 - Interest in Securities of the Issuer
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(a)
The aggregate number of shares of common stock of the Issuer the reporting
person beneficially owns is 680,000, including shares of common stock
issuable upon conversion of the 75 shares of Series A Stock, 37 shares of
Series A Stock underlying the Warrant, 115,000 stock options to purchase
common stock exercisable within 60 days hereof, and 5,000 shares held
jointly with his spouse. The aggregate number of shares of
common stock of the Issuer the reporting person beneficially owns
represents 5.19% 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. As of June 30, 2009, the Issuer had
12,425,249 shares of 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, with the exception of the
5,000 that are jointly held as 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,
with the exception of the 5,000 that are jointly held as described in Item
5(a) above. The reporting person has shared power to vote or to
direct the vote of the 5,000 shares described in Item 5(a) above, and has
shared power to dispose or direct the disposition of the 5,000 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
75 shares of Series A Stock and a Warrant to purchase 37 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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Item
6 - Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The
reporting person and the Issuer entered into an Investor Rights Agreement on
June 30, 2009 (the “Investor Rights Agreement”), pursuant to which, among other
things, the Issuer agreed to grant certain registration rights on the shares of
common stock underlying the Series A Stock to the reporting
person. The description of the terms of the Investor Rights Agreement
are qualified in their entirety by reference to the Investor Rights Agreement
(which is included as Exhibit C to this Schedule 13D and is incorporated by
reference into this Item 6).
Item
7 - Material to Be Filed as Exhibits
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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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Signature
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
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Date:
July
9, 2009
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By:
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/s/ H. MacGregor Clarke | |
| H. MacGregor Clarke | |||
| CFO | |||
Attention: Intentional
misstatements or omissions of fact constitute
Federal Criminal violations (See 18 U.S.C. 1001)
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