Schedule 13d
| Filed by: | AEROGROW INTERNATIONAL, INC. |
| Subject Company: | AEROGROW INTERNATIONAL, INC. |
| Filed as of Date: | 07/27/2009 |
| 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. 1 )*
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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Jack
J. Walker
2105
11th St.
Boulder,
Colorado, 80302
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With
a copy to: 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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July
20, 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).
SCHEDULE
13D
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CUSIP
No. 00768M103
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1
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NAME
OF REPORTING PERSON I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
Jack
J. Walker
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (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, AF
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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
21,678,241
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BENEFICIALLY
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8
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SHARED
VOTING POWER
3,560,000
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OWNED
BY EACH
REPORTING
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9
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SOLE
DISPOSITIVE POWER
21,678,241
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PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
3,560,000
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,238,241
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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)
67.36 %
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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.
SCHEDULE
13D
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CUSIP
No. 00768M103
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1
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NAME
OF REPORTING PERSON I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
Marsha
S. Walker
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (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,
AF
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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
0
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BENEFICIALLY
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8
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SHARED
VOTING POWER
3,560,000
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OWNED
BY EACH
REPORTING
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9
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SOLE
DISPOSITIVE POWER
0
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PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
3,560,000
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,560,000
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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)
22.27 %
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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.
SCHEDULE
13D
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CUSIP
No. 00768M103
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1
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NAME
OF REPORTING PERSON I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
M&J
Charitable Remainder Trust
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (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
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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
0
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BENEFICIALLY
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8
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SHARED
VOTING POWER
3,560,000
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OWNED
BY EACH
REPORTING
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9
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SOLE
DISPOSITIVE POWER
0
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PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
3,560,000
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,560,000
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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)
22.27 %
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14
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TYPE
OF REPORTING PERSON (See
Instructions)
OO
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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.
This
Amendment No. 1 amends the original Schedule 13D (the “Original Schedule 13D”)
filed with the Securities and Exchange Commission by each of Jack J. Walker,
Marsha S. Walker and the M&J Charitable Remainder Trust (the “Reporting
Persons”) on July 10, 2009. This Amendment No. 1 is being filed as a
result of the information disclosed in Items 3 and 5 below.
Item 3. Source and
Amount of Funds or Other Consideration
The
following paragraphs are hereby added to the end of Item 3 of the Original
Schedule 13D:
On
July 10, 2009, Mr. Walker assigned a portion of the Warrant personally held by
him exercisable for 500 shares of Series A Stock pursuant to a loan
agreement.
On
July 20, 2009, Mr. Walker sold 150 shares of Series A Stock and a Warrant to
purchase 75 shares of Series A Stock to the Trust in exchange for $150,000 paid
out of the Trust’s assets. The consideration paid in this transaction was equal
to the consideration paid by Mr. Walker in the original transaction, resulting
in no net profit.
Item
5. Interest in
Securities of the Issuer
Item 5 of the Original Schedule
13D is hereby amended and restated in its entirety as
follows:
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(a)
The aggregate number of shares of common stock of the Issuer that Mr.
Walker beneficially owns is 25,238,241. This
includes:
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·
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20,560,000 shares
of common stock issuable upon conversion of the 3,075 shares of Series A
Stock and 1,037 shares of Series A Stock underlying the
Warrants held by Mr.
Walker;
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·
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3,560,000 shares
of common stock issuable upon conversion of the 475 shares of Series A
Stock and 237 shares of Series A Stock underlying the
Warrants held by the
Trust;
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·
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750,000
shares of common stock issuable upon conversion of the 100 shares of
Series A Stock and 50 shares of Series A Stock underlying the
Warrants held by
MTF;
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·
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62,833
shares of common stock underlying options which are exercisable
within 60 days hereof;
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·
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warrants
to purchase 110,000 shares of common stock exercisable within 60 days
hereof;
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·
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119,286
shares of common stock held directly;
and
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·
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76,122
shares of common stock held by
MTF.
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The
aggregate number of shares of common stock of the Issuer that Mr. Walker
beneficially owns represents 67.36% of the Issuer’s outstanding common
stock.
The
aggregate number of shares of common stock of the Issuer that Mrs. Walker
beneficially owns is 3,560,000. This includes shares of common stock issuable
upon conversion of the 475 shares of Series A Stock and 237 shares of Series A
Stock underlying the Warrants held by the Trust. The aggregate number
of shares of common stock of the Issuer that Mrs. Walker beneficially owns
represents 22.27% of the Issuer’s outstanding common stock.
The
aggregate number of shares of common stock of the Issuer that the Trust
beneficially owns is 3,560,000. This includes shares of common stock issuable
upon conversion of the 475 shares of Series A Stock and 237 shares of Series A
Stock underlying the Warrants held by the Trust. The aggregate number
of shares of common stock of the Issuer that the Trust beneficially owns
represents 22.27% of the Issuer’s outstanding common stock.
As of
July 20, 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)
Mr. Walker has the sole power to vote or to direct the voting of
21,678,241 shares of common stock, beneficially owned by
him. Mr. Walker has the sole power to dispose or direct the
disposition of 21,678,241 shares of common stock, beneficially owned by
him. Mr. Walker has shared power to vote or to direct the vote
of 3,560,000 shares of common stock, held by the Trust. Mr. Walker has
shared power to dispose or to direct the disposition of 3,560,000 shares
of common stock, held by the Trust. Mr. Walker is one of two trustees of
the Trust.
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Mrs.
Walker does have sole power to vote or to direct the voting of any shares of
common stock, beneficially owned by her. Mrs. Walker does have sole
power to dispose or direct the disposition of any shares of common stock,
beneficially owned by her. Mrs. Walker has shared power to vote or to
direct the vote of 3,560,000 shares of common stock, held by the Trust. Mrs.
Walker has shared power to dispose or to direct the disposition of 3,560,000
shares of common stock, held by the Trust. Mrs. Walker is one of two trustees of
the Trust.
The Trust
does not have sole power to vote or to direct the voting of any shares of common
stock, beneficially owned by it. The Trust does not have sole power
to dispose or direct the disposition of any shares of common stock, beneficially
owned by it. The Trust has shared power to vote or to direct the vote
of 3,560,000 shares of common stock, held by the Trust. The Trust has shared
power to dispose or to direct the disposition of 3,560,000 shares of common
stock, held by the Trust.
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(c)
On June 30, 2009, Mr. Walker, the Trust and MTF entered into a
privately-negotiated agreement with the Issuer pursuant to which the
reporting person now beneficially owns 3,650 shares of Series A Stock and
a Warrant to purchase 1,824 shares of Series A Stock. The
reporting persons 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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On
July 10, 2009, Mr. Walker assigned a portion of the Warrant personally held by
him exercisable for 500 shares of Series A Stock pursuant to a loan
agreement.
On
July 20, 2009, Mr. Walker sold 150 shares of Series A Stock and a Warrant to
purchase 75 shares of Series A Stock to the Trust in exchange for $150,000 out
of the Trust’s assets. The consideration paid in this transaction was equal to
the consideration paid by Mr. Walker in the original transaction, resulting in
no net profit.
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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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Joint
Filing Agreement
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, the persons and entities named below agree to the joint filing on
behalf of each of them of a statement on Schedule 13D (including amendments
thereto) with respect to the common stock of AeroGrow International, Inc. and
further agree that this joint filing agreement be included as an exhibit to such
joint filing. In evidence thereof, the undersigned, being duly
authorized, have executed this Joint Filing Agreement this 10th day of
July, 2009.
/s/ Jack J.
Walker
Jack J.
Walker
/s/ Marsha S.
Walker
Marsha S.
Walker
M&J
Walker Charitable Remainder Trust
By: /s/Jack J.
Walker
Jack
J. Walker, Trustee
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
27, 2009
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By:
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/s/ Lissie Stagg, Attorney in Fact | |
| Lissie Stagg, Attorney in Fact | |||
Attention: Intentional
misstatements or omissions of fact constitute
Federal Criminal violations (See 18 U.S.C. 1001)
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