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): March 6, 2009
AMERICAN VANGUARD CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-13795 | 95-2588080 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
4695 MacArthur Court
Newport Beach, California 92660
(Address of principal executive offices)
Registrant’s telephone number: (949) 260-1200
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 2.02 | Results of Operations and Financial Condition |
On March 9, 2009 American Vanguard Corporation issued a press release announcing its financial results for the quarter and year ended December 31, 2008. The full text of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Current Report on Form 8-K, including the Exhibits attached hereto, is being furnished under Items 2.02, 5.02 and 8.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers. |
On March 6, 2009, the Board of Directors of American Vanguard Corporation made awards of restricted stock to the principal executive officer, principal financial officer and named executive officers in the following amounts: Eric G. Wintemute – 22,165 shares; David T. Johnson – 6,803 shares; Glen Johnson – 7,369 shares; Chris Hildreth – 3,401 shares; and Doug Ashmore – 6,803 shares. The shares were issued subject to the terms of a Restricted Stock Agreement under which one hundred percent (100%) of the shares vest on the third anniversary of the award date but are subject to forfeiture in the event that the recipient’s employment with the Corporation ceases for any reason prior to such vesting date.
| Item 8.01 | Other Events |
On March 9, 2009, American Vanguard Corporation issued a press release announcing that its Board of Directors had declared a cash dividend of $0.05 per share to be distributed on April 15, 2009 to shareholders of record as of March 31, 2009. The full text of that press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
On March 6, 2009, the Board of Directors of American Vanguard Corporation determined that, pursuant to Article II, Section 2.01 of the By-Laws of American Vanguard Corporation (as revised and adopted March 31, 2008), the 2009 Annual Meeting of Stockholders will be held at 11:00 am PDT on Friday, June 5, 2009 at the Fairmont Hotel in Newport Beach, California and that the close of business on Friday, May 1, 2009, be the date of record for determination of stockholders having the right to vote at the Annual Meeting of Stockholders.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit 99.1 | Press release dated March 9, 2009 of American Vanguard Corporation regarding fourth quarter and full-year 2008 results. | |
| Exhibit 99.2 | Press release dated March 9, 2009 of American Vanguard Corporation regarding declaration of semiannual cash dividend. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, American Vanguard Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AMERICAN VANGUARD CORPORATION | ||||||||
| Date: March 12, 2009 | By: | /s/ Timothy J. Donnelly | ||||||
| Timothy J. Donnelly | ||||||||
| Vice President, General Counsel & Secretary | ||||||||
INDEX TO EXHIBITS
| Exhibit No. | Description | |
| Exhibit 99.1 | Press release of American Vanguard Corporation dated March 9, 2009 regarding fourth quarter and full-year 2008 results. | |
| Exhibit 99.2 | Press release of American Vanguard Corporation dated March 9, 2009 regarding declaration of semiannual dividend. | |