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 9,
2008
GREEN
BUILDERS, INC.
(Exact
name of registrant as specified in its charter)
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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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
3.01 – Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
(a) On
September 3, 2008, Green Builders, Inc. (“Green Builders”) notified The American
Stock Exchange LLC (“AMEX”) that as a result of Barry Williamson’s resignation
as a director of Green Builders on August 27, 2008 and Christopher Ney’s
resignation as directors of Green Builders on September 3, 2008, and the
resulting vacancies on the Audit Committee of the Board of Directors of Green
Builders (the “Audit Committee”), the Audit Committee does not consist of two
independent directors as required by Section 803(B)(2)(c) of the AMEX Company
Guide (the “Company Guide”). As a result, Green Builders has not been in
compliance with Section 803(B)(2)(c) of the Company Guide since September 3,
2008.
On September 9, 2008, Green Builders
received notice from the staff of AMEX (the “Staff”) that Green Builders is not
in compliance with the reporting requirements for continued listing on AMEX set
forth in Section 803(B)(2)(c) of the Company Guide due to Green Builders’
failure to have an audit committee comprised of at least two independent
directors. In its notice, AMEX advised Green Builders that Green Builders has
until the earlier of next annual shareholders’ meeting or September 3, 2009 to
regain compliance with the AMEX requirements. AMEX further advised Green
Builders that in setting the deadline for compliance with the AMEX requirements,
AMEX determined not to apply, at this time, the continued listing evaluation and
follow-up procedures specified in Section
1009 of the Company
Guide. Because Green Builders currently is not in compliance with the
AMEX continued listing standards, however, the notice constitutes a warning
letter pursuant to Section
1009(a)(i) of the Company Guide and
notice of failure to satisfy a continued listing standard.
In its notice, AMEX also advised Green
Builders that if Green Builders fails to regain compliance with Section
803(B)(2)(c) of the Company Guide on or before the earlier of next annual
shareholders’ meeting or September 3, 2009, or the occurrence any subsequent
failure to comply with any other continued listing requirements will result in
the Staff assessing Green Builders’ continued listing eligibility including, as
appropriate, the application of the continued listing evaluation and follow-up
procedures specified in Section
1009 of the Company Guide
and/or initiation of delisting proceedings.
Green Builders intends to promptly take
all necessary actions to regain compliance with the AMEX continued listing
standards within the time frame noted above.
On September 12, 2008, Green Builders
issued a press release disclosing the receipt of the AMEX warning letter and
notice of failure to satisfy a continued listing standard, a copy of which is
attached hereto as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
(d)
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Exhibits
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Exhibit
99.1 - Press Release dated September 15,
2008
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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.
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GREEN BUILDERS,
INC.
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Dated: September
15, 2008
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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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