As filed with the Securities and Exchange Commission on June 2, 2010
Registration No. 333-147397

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

THE SCOTTS MIRACLE-GRO COMPANY

(Exact name of registrant as specified in its charter)

Ohio		31-1414921
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

14111 Scottslawn Road, Marysville, Ohio		43041
(Address of Principal Executive Offices)		(Zip Code)

The Scotts Company LLC Retirement Savings Plan
Smith & Hawken 401(k) Plan

(Full title of the plan)

David C. Evans		Copy to:
Executive Vice President and		Elizabeth Turrell Farrar, Esq.
Chief Financial Officer		Vorys, Sater, Seymour and Pease LLP
The Scotts Miracle-Gro Company		52 East Gay Street
14111 Scottslawn Road		P.O. Box 1008
Marysville, Ohio 43041		Columbus, Ohio 43216-1008
(Name and address of agent for service)

(937) 644-0011

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

 

 

DEREGISTRATION OF CERTAIN SECURITIES

     On November 14, 2007, The Scotts Miracle-Gro Company (the “Registrant”) filed a Registration Statement on Form S-8 (File No. 333-147397) pursuant to which it registered under the Securities Act of 1933, as amended (the “Securities Act”), among other securities, 50,000 common shares of the Registrant (“Common Shares”) to be offered or sold pursuant to the Smith & Hawken 401(k) Plan (the “S&H Plan”), and the S&H Plan registered under the Securities Act an indeterminate amount of interests in the S&H Plan. On December 31, 2009, the S&H Plan was terminated. Accordingly, the Registration Statement is hereby amended by this Post-Effective Amendment No. 1 to remove from registration all interests in the S&H Plan and all Common Shares previously registered for offering or sale pursuant to the S&H Plan which remain unsold and unissued. Common Shares and interests in The Scotts Company LLC Retirement Savings Plan registered on Registration Statement on Form S-8 (File No. 333-147397) for offering or sale pursuant to The Scotts Company LLC Retirement Savings Plan are unaffected by this Post-Effective Amendment No. 1 and remain registered for such purpose pursuant to Registration Statement on Form S-8 (File No. 333-147397) in addition to Registration Statement on Form S-8 (File No. 333-154364).

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

     The following exhibit is filed with this Post-Effective Amendment No.1 to Registration Statement:

Exhibit No.		Description
24.1		Powers of Attorney of Executive Officers and Directors of The Scotts Miracle-Gro Company

[Remainder of page intentionally left blank;
signatures on following page.]

SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (File No. 333-147397) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Marysville, State of Ohio, on the second day of June, 2010.

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (File No. 333-147397) has been signed by the following persons in the capacities indicated on June 2, 2010.

Signature		Title
/s/ Mark R. Baker*		President, Chief Operating Officer and Director
Mark R. Baker
/s/ Alan H. Barry*		Director
Alan H. Barry
/s/ David C. Evans		Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
David C. Evans
/s/ Joseph P. Flannery*		Director
Joseph P. Flannery
/s/ James Hagedorn*		Chairman of the Board and Chief Executive Officer (Principal Executive Officer) and Director
James Hagedorn
/s/ Adam Hanft*		Director
Adam Hanft
/s/ William G. Jurgensen*		Director
William G. Jurgensen

Signature		Title
/s/ Thomas N. Kelly Jr.*		Director
Thomas N. Kelly Jr.
/s/ Carl F. Kohrt, Ph.D.*		Director
Carl F. Kohrt, Ph.D.
/s/ Katherine Hagedorn Littlefield*		Director
Katherine Hagedorn Littlefield
/s/ Nancy G. Mistretta*		Director
Nancy G. Mistretta
/s/ Stephanie M. Shern*		Director
Stephanie M. Shern
/s/ John S. Shiely*		Director
John S. Shiely

     The Plans. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (File No. 333-147397) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Marysville, State of Ohio, on June 2, 2010.

     Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (File No. 333-147397) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Marysville, State of Ohio, on June 2, 2010.

INDEX TO EXHIBITS

Exhibit No.		Description
24.1		Powers of Attorney of Executive Officers and Directors of The Scotts Miracle-Gro Company

Exhibit 24.1

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of THE SCOTTS MIRACLE-GRO COMPANY, an Ohio corporation, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, Post-Effective Amendment No. 1 to Registration Statement on Form S-8 in order to deregister the participation interests in the Smith & Hawken 401(k) Plan and remaining unsold and unissued common shares of The Scotts Miracle-Gro Company previously registered for offering and sale or delivery pursuant to the Smith & Hawken 401(k) Plan, hereby constitutes and appoints James Hagedorn, David C. Evans and Vincent C. Brockman, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Post-Effective Amendment No. 1 to Registration Statement on Form S-8 and any and all amendments and documents related thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the New York Stock Exchange, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 12th day of May, 2010.

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and director of THE SCOTTS MIRACLE-GRO COMPANY, an Ohio corporation, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, Post-Effective Amendment No. 1 to Registration Statement on Form S-8 in order to deregister the participation interests in the Smith & Hawken 401(k) Plan and remaining unsold and unissued common shares of The Scotts Miracle-Gro Company previously registered for offering and sale or delivery pursuant to the Smith & Hawken 401(k) Plan, hereby constitutes and appoints James Hagedorn, David C. Evans and Vincent C. Brockman, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Post-Effective Amendment No. 1 to Registration Statement on Form S-8 and any and all amendments and documents related thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the New York Stock Exchange, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 12th day of May, 2010.

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of THE SCOTTS MIRACLE-GRO COMPANY, an Ohio corporation, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, Post-Effective Amendment No. 1 to Registration Statement on Form S-8 in order to deregister the participation interests in the Smith & Hawken 401(k) Plan and remaining unsold and unissued common shares of The Scotts Miracle-Gro Company previously registered for offering and sale or delivery pursuant to the Smith & Hawken 401(k) Plan, hereby constitutes and appoints James Hagedorn, David C. Evans and Vincent C. Brockman, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Post-Effective Amendment No. 1 to Registration Statement on Form S-8 and any and all amendments and documents related thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the New York Stock Exchange, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 12th day of May, 2010.

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and director of THE SCOTTS MIRACLE-GRO COMPANY, an Ohio corporation, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, Post-Effective Amendment No. 1 to Registration Statement on Form S-8 in order to deregister the participation interests in the Smith & Hawken 401(k) Plan and remaining unsold and unissued common shares of The Scotts Miracle-Gro Company previously registered for offering and sale or delivery pursuant to the Smith & Hawken 401(k) Plan, hereby constitutes and appoints David C. Evans and Vincent C. Brockman, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Post-Effective Amendment No. 1 to Registration Statement on Form S-8 and any and all amendments and documents related thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the New York Stock Exchange, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 12th day of May, 2010.

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of THE SCOTTS MIRACLE-GRO COMPANY, an Ohio corporation, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, Post-Effective Amendment No. 1 to Registration Statement on Form S-8 in order to deregister the participation interests in the Smith & Hawken 401(k) Plan and remaining unsold and unissued common shares of The Scotts Miracle-Gro Company previously registered for offering and sale or delivery pursuant to the Smith & Hawken 401(k) Plan, hereby constitutes and appoints James Hagedorn, David C. Evans and Vincent C. Brockman, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Post-Effective Amendment No. 1 to Registration Statement on Form S-8 and any and all amendments and documents related thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the New York Stock Exchange, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 12th day of May, 2010.

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of THE SCOTTS MIRACLE-GRO COMPANY, an Ohio corporation, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, Post-Effective Amendment No. 1 to Registration Statement on Form S-8 in order to deregister the participation interests in the Smith & Hawken 401(k) Plan and remaining unsold and unissued common shares of The Scotts Miracle-Gro Company previously registered for offering and sale or delivery pursuant to the Smith & Hawken 401(k) Plan, hereby constitutes and appoints James Hagedorn, David C. Evans and Vincent C. Brockman, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Post-Effective Amendment No. 1 to Registration Statement on Form S-8 and any and all amendments and documents related thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the New York Stock Exchange, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 12th day of May, 2010.

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of THE SCOTTS MIRACLE-GRO COMPANY, an Ohio corporation, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, Post-Effective Amendment No. 1 to Registration Statement on Form S-8 in order to deregister the participation interests in the Smith & Hawken 401(k) Plan and remaining unsold and unissued common shares of The Scotts Miracle-Gro Company previously registered for offering and sale or delivery pursuant to the Smith & Hawken 401(k) Plan, hereby constitutes and appoints James Hagedorn, David C. Evans and Vincent C. Brockman, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Post-Effective Amendment No. 1 to Registration Statement on Form S-8 and any and all amendments and documents related thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the New York Stock Exchange, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 12th day of May, 2010.

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of THE SCOTTS MIRACLE-GRO COMPANY, an Ohio corporation, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, Post-Effective Amendment No. 1 to Registration Statement on Form S-8 in order to deregister the participation interests in the Smith & Hawken 401(k) Plan and remaining unsold and unissued common shares of The Scotts Miracle-Gro Company previously registered for offering and sale or delivery pursuant to the Smith & Hawken 401(k) Plan, hereby constitutes and appoints James Hagedorn, David C. Evans and Vincent C. Brockman, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Post-Effective Amendment No. 1 to Registration Statement on Form S-8 and any and all amendments and documents related thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the New York Stock Exchange, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 12th day of May, 2010.

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of THE SCOTTS MIRACLE-GRO COMPANY, an Ohio corporation, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, Post-Effective Amendment No. 1 to Registration Statement on Form S-8 in order to deregister the participation interests in the Smith & Hawken 401(k) Plan and remaining unsold and unissued common shares of The Scotts Miracle-Gro Company previously registered for offering and sale or delivery pursuant to the Smith & Hawken 401(k) Plan, hereby constitutes and appoints James Hagedorn, David C. Evans and Vincent C. Brockman, and each of them, as her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign such Post-Effective Amendment No. 1 to Registration Statement on Form S-8 and any and all amendments and documents related thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the New York Stock Exchange, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 12th day of May, 2010.

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of THE SCOTTS MIRACLE-GRO COMPANY, an Ohio corporation, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, Post-Effective Amendment No. 1 to Registration Statement on Form S-8 in order to deregister the participation interests in the Smith & Hawken 401(k) Plan and remaining unsold and unissued common shares of The Scotts Miracle-Gro Company previously registered for offering and sale or delivery pursuant to the Smith & Hawken 401(k) Plan, hereby constitutes and appoints James Hagedorn, David C. Evans and Vincent C. Brockman, and each of them, as her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign such Post-Effective Amendment No. 1 to Registration Statement on Form S-8 and any and all amendments and documents related thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the New York Stock Exchange, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 12th day of May, 2010.

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of THE SCOTTS MIRACLE-GRO COMPANY, an Ohio corporation, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, Post-Effective Amendment No. 1 to Registration Statement on Form S-8 in order to deregister the participation interests in the Smith & Hawken 401(k) Plan and remaining unsold and unissued common shares of The Scotts Miracle-Gro Company previously registered for offering and sale or delivery pursuant to the Smith & Hawken 401(k) Plan, hereby constitutes and appoints James Hagedorn, David C. Evans and Vincent C. Brockman, and each of them, as her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign such Post-Effective Amendment No. 1 to Registration Statement on Form S-8 and any and all amendments and documents related thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the New York Stock Exchange, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 12th day of May, 2010.

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of THE SCOTTS MIRACLE-GRO COMPANY, an Ohio corporation, which is about to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, Post-Effective Amendment No. 1 to Registration Statement on Form S-8 in order to deregister the participation interests in the Smith & Hawken 401(k) Plan and remaining unsold and unissued common shares of The Scotts Miracle-Gro Company previously registered for offering and sale or delivery pursuant to the Smith & Hawken 401(k) Plan, hereby constitutes and appoints James Hagedorn, David C. Evans and Vincent C. Brockman, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Post-Effective Amendment No. 1 to Registration Statement on Form S-8 and any and all amendments and documents related thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and the New York Stock Exchange, granting unto each of said attorneys-in-fact and agents, and substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all things that each of said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 12th day of May, 2010.