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): July 11, 2008

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 5.02 Departure of Directors or Principal Officer; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

Pursuant to action taken by the Board of Directors of American Vanguard Corporation (the “Company”), effective July 11, 2008, the Change of Control Severance Agreement as amended (the “Severance Agreement”) between the Company and each of its named executive officers was amended to provide that the expiration of the term thereof has been extended five years to December 31, 2013. The form of amendment to the Severance Agreement is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

99.1    Form of amendment to the Severance Agreement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    AMERICAN VANGUARD CORPORATION
Date: July 11, 2008     By:    
        Timothy J. Donnelly
        Vice President, General Counsel & Secretary

INDEX TO EXHIBITS

 

Exhibit No.

  

Description

Exhibit 99.1    Form of amendment to the Severance Agreement.

Exhibit 99.1

SECOND AMENDMENT

TO

CHANGE OF CONTROL SEVERANCE AGREEMENT

This Second Amendment to Change of Control Severance Agreement (the “Amendment”) effective as of July 11, 2008, is entered into by and between American Vanguard Corporation, a Delaware corporation (“American Vanguard”) and              (the “Executive”).

WHEREAS, the Company and Executive have entered into that certain Change of Control Severance Agreement dated as of January 1, 2004, as amended (the “Agreement”); and

WHEREAS, the Company and Executive wish to amend the Agreement as set forth in this Amendment; and

WHEREAS, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement, which is incorporated into this Amendment by reference;

NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein and in the Agreement, the value of which is hereby acknowledged, the Executive and the Company agree to amend the Agreement as follows:

1. Section 8. Defined Terms . (e) “Change of Control Period” is deleted in its entirety and replaced with the following:

 

  (e) “Change of Control Period” means the continuous period commencing on the Effective Date and ending on December 31, 2013, provided a Change of Control has occurred during such continuous period.

Except as otherwise expressly amended hereby, the Agreement remains unchanged and in full force and effect.

 

AMERICAN VANGUARD CORPORATION
By:    
Printed Name:
Title:
EXECUTIVE
By:    
  As an Individual