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
16, 2007
____________________________
AEROGROW
INTERNATIONAL, INC.
(Exact
name of registrant as specified in charter)
Nevada
(State
or
other Jurisdiction of Incorporation or Organization)
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0-50888
(Commission
File Number)
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46-0510685
(IRS
Employer
Identification
No.)
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6075
Longbow Drive
Suite
200
Boulder,
Colorado 80301
(Address
of Principal Executive Offices and zip code)
|
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(303)
444-7755
(Registrant's
telephone
number,
including area code)
N/A
(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 registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12(b)
under the Exchange Act (17 CFR 240.14a-12(b))
o Pre-commencement
communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Safe
Harbor Statement under the Private Securities Litigation Reform Act of
1995
Information
included in this Form 8-K may contain forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). This information may
involve known and unknown risks, uncertainties and other factors which may
cause
actual results, performance or achievements of AeroGrow International, Inc.
(“AeroGrow”) to be materially different from future results, performance or
achievements expressed or implied by any forward-looking statements.
Forward-looking statements, which involve assumptions and describe AeroGrow’s
future plans, strategies and expectations, are generally identifiable by use
of
the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,”
“believe,” “intend” or “project” or the negative of these words or other
variations on these words or comparable terminology. Forward-looking statements
are based on assumptions that may be incorrect, and there can be no assurance
that any projections or other expectations included in any forward-looking
statements will come to pass. AeroGrow’s actual results could differ materially
from those expressed or implied by the forward-looking statements as a result
of
various factors. Except as required by applicable laws, AeroGrow undertakes
no
obligation to update publicly any forward-looking statements for any reason,
even if new information becomes available or other events occur in the
future.
Item
5.02 Departure of Directors or Principal Officer; Election of Directors;
Appointment of Principal Officers
To
concentrate more time on his consulting business, Wayne Harding has resigned
effective April 16, 2007, as a director of AeroGrow, and as a member and
chairman of its audit committee and its governance,
compensation and nominating committee.
To
fill
the resulting vacancies, pursuant to the bylaws of AeroGrow, the board of
directors on April 16, 2007 unanimously elected Dennis Channer as a director
and
as a
member and chairman of its audit committee and its governance,
compensation and nominating committee. The board has affirmatively determined
that Mr. Channer is independent as defined by applicable securities law and
NASDAQ corporate governance guidelines. Mr. Channer is considered a financial
expert.
Dennis
Channer, CPA,
CFP,
has been a director of AeroGrow since April 16, 2007. Since 2001 to the present,
Mr. Channer has been a member of Channer Darmour Yanari, LLC, an investment
advisory firm in Boulder, Colorado. From 1999 to 2000 he served as a Senior
Consultant and Vice President of Portfolio Management Consultants, Inc., a
provider of wealth management services, with over $30 billion in assets under
management. From 1996 to 1999 Mr. Channer was a co-founder, Managing Director,
and Chairman of the Board of Directors of Investors Independent Trust Company
in
Boulder, Colorado. From 1992 to 1996 he was the Managing Principal of Channer
& Company, an independent investment advisory and financial planning firm.
From 1986 to 1992 he worked as the Director of Financial Planning for Acacia
Group in Denver, Colorado. From 1981 to 1986 Mr. Channer was a Partner in Thal
Channer & Company, CPAs. Before that, he served as an Accounting Manager
(Western Interstate Commission For Higher Education, 1979 to 1980); a Controller
(Boulder County Department of Human Resources, 1975 to 1978); and an Assistant
Controller (Denver Manpower Administration, 1974 to 1975). Mr. Channer was
awarded his B.S. in accounting by Metropolitan State College of Denver in 1973.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, AeroGrow
International, Inc. has duly caused this report to be signed on its behalf
by
the undersigned hereunto duly authorized.
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AeroGrow
International, Inc.
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| Date: April
18, 2007 |
By: |
/s/ W.
Michael Bissonnette |
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W.
Michael Bissonnette, Chief Executive Officer
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