- Current report filing (8-K)
03 9월 2009 - 7:23PM
Edgar (US Regulatory)
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):
August 28, 2009
Orleans Homebuilders, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
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1-6830
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59-0874323
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(State or Other
Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3333
Street Road, Suite 101, Bensalem, PA
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19020
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(Address of
Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code:
(215) 245-7500
Not Applicable
(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 the registrant under any of the following provisions (
see
General Instruction A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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))
Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
On August 28, 2009,
the Company announced that Michael T. Vesey, Director, President and Chief
Operating Officer, had passed away. Mr. Vesey
served as a Director since September 2001 and as the Companys President
and Chief Operating Officer since April 1998. Mr. Vesey was with the Company for over
22 years.
Until an interim or
permanent successor is appointed, existing management will carry out Mr. Veseys
responsibilities as President and Chief Operating Officer.
Item 7.01 Regulation FD
Disclosure
On August 28, 2009,
the Company issued a press release regarding Mr. Veseys passing which is
filed as an exhibit to and is incorporated into this Item 7.01 of this Form 8-K.
Cautionary Statement for
Purposes of the Safe Harbor Provisions of the Private Securities Litigation
Reform Act of 1995
Certain information
included herein and in other Company statements, reports and SEC filings is
forward-looking within the meaning of the Private Securities Litigation Reform
Act of 1995, including, but not limited to, statements concerning anticipated or
expected conditions in or recovery of the housing market, and economic
conditions; the Companys long-term opportunities; continuing overall economic
conditions and conditions in the housing and mortgage markets and industry
outlook; anticipated or expected operating results, revenues, sales, net new
orders, pace of sales, spec unit levels, and traffic; future or expected
liquidity, financial resources, debt or equity financings, amendments to or
extensions of our existing revolving credit facility, strategic transactions
and alternatives or other alternative recapitalization or exchange offer
transactions; the anticipated impact of bank reappraisals; future impairment
charges, future tax valuation allowance and its value; anticipated or possible
federal and state stimulus plans or other possible future government support
for the housing and financial services industries; anticipated legislation and
its impact; expected tax refunds; anticipated use of proceeds from
transactions; anticipated cash flow from operations; reductions in land
expenditures; the Companys ability to meet its internal financial objectives
or projections, and debt covenants; potential future land sales; the Companys
future liquidity, capital structure and finances; and the Companys response to
market conditions. Such forward-looking
information involves important risks and uncertainties that could significantly
affect actual results and cause them to differ materially from expectations
expressed herein and in other Company statements, reports and SEC filings. For example, there can be no assurance that
the Company will be able to obtain any amendment to or extension of its
existing revolving credit facility or other alternative financing or adjust
successfully to current market conditions.
These risks and uncertainties include local, regional and national
economic conditions, the effects of governmental regulation, the competitive
environment in which the Company operates, fluctuations in interest rates,
changes in home prices, the availability and cost of land for future growth,
the availability of capital, our ability to modify or extend our existing
credit facility or otherwise engage in a financing or strategic transaction;
the availability and cost of labor and materials, our dependence on certain key
employees and weather conditions.
Additional information concerning factors the Company believes could
cause its actual results to differ materially from expected results is
contained in Item 1A of the Companys Annual Report on Form 10-K/A for the
fiscal year ended June 30, 2008 filed with the SEC and subsequently filed
Quarterly Reports of Form 10-Q.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
The following exhibits are filed or furnished with
this Current Report on Form 8-K:
Exhibit No.
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Description
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99.1
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Press release of
Orleans Homebuilders, Inc. dated August 28, 2009.
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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.
Dated:
September 3, 2009
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Orleans
Homebuilders, Inc.
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By:
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Garry
P. Herdler
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Name:
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Garry
P. Herdler
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Title:
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Executive
Vice President,
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Chief
Financial Officer and
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Principal
Financial Officer
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EXHIBIT INDEX
The following exhibits
are filed or furnished with this Current Report on Form 8-K:
Exhibit No.
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Description
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99.1
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Press release of
Orleans Homebuilders, Inc. dated August 28, 2009.
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4
Orleans Homebuilders (AMEX:OHB)
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