aerogrow-form13da_032910.htm
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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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J.
Michael Wolfe
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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(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).
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)
J.
Michael Wolfe
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(See
Instructions)
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(a) ¨
(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
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BENEFICIALLY
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8
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SHARED
VOTING POWER
0
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REPORTING
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9
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SOLE
DISPOSITIVE POWER
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10
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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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)
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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.
This
Amendment No. 1 amends the original Schedule 13D (the “Original Schedule 13D”)
filed with the Securities and Exchange Commission by J. Michael Wolfe (the
“Reporting Person”) on July 10, 2009. This Amendment No. 1 is being
filed as a result of the information in Items 2-7 below, in order to reflect an
increase in the Reporting Person’s beneficial ownership resulting from the
vesting of stock options and the issuance of warrants to purchase common
stock. There were no material changes to the information provided in
Item 1 of the Reporting Person’s Original Schedule
13D.
Item 2
- Identity and Background
Item 2 of
the Original Schedule 13D is hereby amended and restated in its entirety as
follows:
(a)-(f) This
statement on Schedule 13D is filed by J. Michael Wolfe, a United
States 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 Operating Officer of the
Issuer. From April 2006 through January 14, 2010, Mr. Wolfe served as
Vice President of
Operations 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
Item 3 of
the Original Schedule 13D is hereby amended and restated in its entirety as
follows:
On June
30, 2009, the Reporting Person used a combination of sources to purchase 180
shares of the Issuer’s Series A Preferred Stock (the “Series A Stock”) and a
warrant to purchase 90 shares of Series A Stock (the “Series A
Warrant”). The Reporting Person paid $159,000 in personal funds to
partially fund the transaction. Additionally, the Reporting Person agreed
to convert $21,000 in back wages owed to the Reporting Person by the Issuer into
Series A Stock and the Series A Warrant, for an aggregate purchase price of
$180,000.
On
September 1, 2009, the Reporting Person advanced $25,000 to the Issuer pursuant
to a Promissory Note (“September 2009 Bridge Loan”). In conjunction
with this transaction, the Issuer issued warrants to purchase 25,000 shares of
common stock to the Reporting Person.
On
November 5, 2009, the Reporting Person advanced $50,000 to the Issuer pursuant
to a Promissory Note (“November 2009 Bridge Loan”). In conjunction
with this transaction, the Issuer issued warrants to purchase 50,000 shares of
common stock to the Reporting Person.
On
September 10, 2009, the Reporting Person received a grant of stock options to
purchase an additional 50,000 shares of common stock at $0.12 per
share. The stock options vest quarterly over a two-year
period. As of March 10, 2010, the Reporting Person held options to
purchase 225,000 shares of common stock that are currently exercisable or
exercisable within 60 days of March 10, 2010, an increase of 78,125 shares over
that reported in the Original Schedule 13D.
Item 4
- Purpose of Transaction
Item 4 of
the Original Schedule 13D is hereby amended and restated in its entirety as
follows:
(a)-(i)
The purpose of the June 30, 2009 transaction was to acquire the Series A Stock
and Series A Warrant. Each Series A Warrant has a term of five
(5) years with an exercise price of $1,250 per share. The Reporting
Person may exercise the Series A 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 Series A 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).
The purpose of the September 1, 2009 and November 5, 2009
transactions was to provide the two Bridge Loans to the Issuer and to acquire
the warrants to purchase common stock. Each of the warrants has a
five-year term and an exercise price of $0.25 per common
share.
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:
(a) The
aggregate number of shares of common stock of the Issuer the Reporting Person
beneficially owns is 1,650,000, including shares of common stock issuable upon
conversion of the 180 shares of Series A Stock, 90 shares of Series A Stock
underlying the Series A Warrant, stock options to purchase 225,000 shares of
common stock currently exercisable or exercisable within 60 days of March 10,
2010, and warrants to purchase 75,000 shares of common stock. The
aggregate number of shares of the Issuer’s common stock that the Reporting
Person beneficially owns represents 11.75% of the Issuer’s outstanding common
stock after exercise of the Series A Warrant and conversion of the Series A
Stock based on 12,398,249 shares of such common stock outstanding, 7,586 shares
of Series A Stock outstanding, and warrants to purchase 4,164 shares of Series A
Stock outstanding. As of December 31, 2009, the Issuer had 12,398,249
shares of common stock outstanding, 7,586 shares of Series A Stock outstanding,
and warrants to purchase 4,164 shares of Series A Stock
outstanding.
(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. The Reporting Person has the
sole power to dispose or direct the disposition of all such shares described in
Item 5(a) above. The Reporting Person does not have shared power to
vote or to direct the vote of any such shares described in Item 5(a) above, and
does not have shared power to dispose or direct the disposition of any such
shares described in Item 5(a) above.
(c) On
June 30, 2009, the Reporting Person entered into a privately-negotiated
agreement with the Issuer pursuant to which the Reporting Person acquired 180
shares of Series A Stock and a Warrant to purchase 90 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.
On
September 1, 2009, the Reporting Person advanced $25,000 to the Issuer pursuant
to the September 2009 Bridge Loan. In conjunction with this
transaction, the Issuer issued warrants to purchase 25,000 shares of common
stock to the Reporting Person. Each of the warrants has a five-year
term and an exercise price of $0.25 per common share.
On
November 5, 2009, the Reporting Person advanced $50,000 to the Issuer pursuant
to the November 2009 Bridge Loan. In conjunction with this transaction, the
Issuer issued warrants to purchase 50,000 shares of common stock to the
Reporting Person. Each of the warrants has a five-year term and an
exercise price of $0.25 per common share.
On
September 10, 2009, the Reporting Person received a grant of stock options to
purchase an additional 50,000 shares of common stock at $0.12 per
share. The stock options vest quarterly over a two-year
period. As of March 10, 2010, the Reporting Person held options to
purchase 225,000 shares of common stock that are currently exercisable or
exercisable within 60 days of March 10, 2010, an increase of 78,125 shares over
that reported in the Original Schedule 13D.
(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.
Item
6 - Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 6 of the Original
Schedule 13D is hereby amended and restated in its entirety as
follows:
On June 30, 1009, the
Reporting Person and the Issuer entered into an Investor Rights Agreement (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 is qualified in its
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).
On September 1, 2009, the Reporting Person advanced
$25,000 to the Issuer pursuant to the September 2009 Bridge Loan. The
September 2009 Bridge Loan is unsecured and subordinated, and bears interest at
15% per annum. In conjunction with this transaction, the Issuer
issued warrants to purchase 25,000 shares of common stock to the Reporting
Person. Each of the warrants has a five-year term and an exercise
price of $0.25 per common share. The description of the terms of the
September 2009 Bridge Loan and of the warrants is qualified in their entirety by
reference to the Form of Promissory Note (Bridge Loan) and the Form of Warrant
Agreement (which are included as Exhibit D and E to this Schedule 13D and are
incorporated by reference into this Item 6).
On November 5, 2009, the Reporting Person advanced
$50,000 to the Issuer pursuant to the November 2009 Bridge Loan. The
November 2009 Bridge Loan is unsecured and subordinated, and bears interest at
20% per annum. In conjunction with this transaction, the Issuer
issued warrants to purchase 50,000 shares of common stock to the Reporting
Person. Each of the warrants has a five-year term and an exercise
price of $0.25 per common share. The description of the terms of the
November 2009 Bridge Loan and of the warrants is qualified in its entirety by
reference to the Form of Promissory Note (Bridge Loan) and the Form of Warrant
Agreement (which are included as Exhibits D and E to this Schedule 13D and are
incorporated by reference into this Item 6).
On September 10, 2009, the Reporting Person received a grant of
stock options to purchase an additional 50,000 shares of common stock at $0.12
per share. The stock options vest quarterly over a two-year
period. As of March 10, 2010, the Reporting Person held options to
purchase 225,000 shares of common stock that are currently exercisable or
exercisable within 60 days of March 10, 2010, an increase of 78,125 shares over
that reported in the Original Schedule 13D. A Form of Stock Option
Agreement has been included as Exhibit F to this Schedule
13D.
Item
7 - Material to Be Filed as Exhibits
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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D.
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Form
of Promissory Note (Bridge Loan) (incorporated by reference to Exhibit
10.2 to the Issuer’s Quarterly Report on Form 10-Q for the quarter ended
December 31, 2009).
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E.
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Form
of Common Stock Warrant (incorporated by reference to Exhibit 4.1 of our
Current Report on Form 8-K, filed September 5,
2007).
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F.
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Form
of Stock Option Agreement (incorporated by reference to Exhibit 10.5 of
our Current Report on Form 8-K filed March 7,
2006).
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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:
March
29, 2010
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By:
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/s/
J. Michael Wolfe
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J.
Michael Wolfe |
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Chief
Operating Officer
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Attention: Intentional
misstatements or omissions of fact constitute
Federal Criminal violations (See 18 U.S.C. 1001)