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): September 28,
2008
GREEN
BUILDERS, INC.
(Exact
name of registrant as specified in its charter)
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Texas
(State
or other jurisdiction
of
incorporation)
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001-33408
(Commission
File
Number)
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76-0547762
(IRS
Employer
Identification
Number)
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8121
Bee Caves Road
Austin,
Texas 78746
(Address
of principal executive offices)
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(512)
732-0932
(Registrant’s
telephone number, including area
code)
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N/A
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(Former
Name of Former Address, if Changed Since Last
Report)
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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:
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□
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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□
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02 – Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d) On
September 28, the Board of Directors (the “Board”) of Green Builders, Inc. (the
“Company”) increased the size of the Board from three to four members and
appointed William E. Weber to fill the newly created seat. Mr. Weber
is an independent director of the Company, as such term is defined in the
American Stock Exchange (“AMEX”) rules. Mr. Weber will also serve on
the Board’s Audit Committee, Compensation Committee and the Nominating
Committee.
Mr.
Weber, 57, is the Principal and CEO of Weber Homes, a privately-held home
building company involved in acquiring land, processing approvals, land
development, construction and sales of new homes. He has served in
that capacity since 2005. From 1996 to 2005, Mr. Weber was Division
President for the Metro New York/New Jersey division of Pulte Home
Corporation. From 1985 to 1996, Mr. Weber served in various
capacities, including Vice President of Operations for the New Jersey division
of K. Hovnanian Enterprises. Mr. Weber holds a B.B.A. in Marketing
from the University of Houston and a MBA in Finance from Sam Houston State
University. Mr. Weber is a licensed New Jersey Real Estate
Broker.
There is
no arrangement or understanding between Mr. Weber and any other person pursuant
to which Mr. Weber was appointed as a director of the Company or a member of any
committee of the Board. Mr. Weber will be eligible to participate in
all non-management director compensation plans or arrangements available to the
Company’s other independent directors.
A copy of
the press release announcing the appointment of Mr. Weber is attached to this
Current Report on Form 8-K as Exhibit 99.1.
Item
8.01 – Other Events.
As
previously disclosed, on September 3, 2008, the Company received notice from the
staff of AMEX that the Company was not in compliance with the reporting
requirements for continued listing on AMEX set forth in Section 803(B)(2)(c) of
the AMEX Company Guide (the “Company Guide”) due to the Company’s failure to
have an audit committee comprised of at least two independent directors. As a
result of the appointment of Mr. Weber as a member of the Audit Committee, as
discussed in Item 5.02 of this Current Report on Form 8-K, the Audit Committee
currently is comprised of two independent directors, as required by Section
803(B)(2)(c) of the Company Guide. The Company has informed AMEX of Mr. Weber’s
appointment as a member of the Audit Committee and the resulting compliance by
the Company with Section 803(B)(2)(c) of the Company Guide.
A copy of
the press release announcing the Company’s composition of the Audit Committee in
accordance with Section 803(B)(2)(c) of the Company Guide is attached to this
Current Report on Form 8-K as Exhibit 99.1.
Item
9.01 – Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
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Description
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99.1
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Press
Release dated October 1, 2008
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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.
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GREEN BUILDERS,
INC.
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By:
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/s/ Clark
Wilson
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Clark
Wilson
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President
and Chief Executive Officer
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