- Current report filing (8-K)

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): March 5, 2010

Orleans Homebuilders, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-6830	59-0874323
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3333 Street Road, Suite 101, Bensalem, PA		19020
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 5, 2010, Orleans Homebuilders, Inc. (the “Company”) received a written notice from the NYSE Amex LLC (the “Exchange”) stating that the Exchange intends to suspend trading in the Company’s common stock, apply to the Securities and Exchange Commission (the “SEC”) to delist the common stock and to truncate the procedures regarding continued listing evaluation and follow-up as specified in Section 1009 of the NYSE Amex LLC Company Guide (the “Company Guide”). The written notice stated that: (i) the staff of the Exchange’s Corporate Compliance Department (the “Staff”) has determined that the Company is not in compliance with certain of the Exchange’s continued listing standards, (ii) due to the nature and severity of the continued listing deficiencies, it is necessary and appropriate to truncate the continued listing evaluation and follow-up procedures set forth in Section 1009 of the Company Guide and to move to immediately remove the Company’s common stock from listing and registration on the Exchange; and (iii) the Company’s common stock is now subject to delisting proceedings (the “Staff Determination”).

The written notice also states that the Staff Determination is based on the fact that the Company has become subject to Section 1002(e) of the Company Guide, which states that the Exchange, as a matter of policy, will consider the suspension of trading in, or removal from listing of, any security when, in the opinion of the Exchange, an event occurs or a condition exists which makes further dealings on the Exchange unwarranted. In particular, the written notice from the Exchange stated that:

(i) as a result of the Company filing of a voluntary petition under Chapter 11 of the United States Bankruptcy Code on behalf of itself and a majority of its operating subsidiaries on March 1, 2010, the Staff has determined that the Company is financially impaired and, as such, is not in compliance with Section 1003(a)(iv) of the Company Guide in that is has sustained losses which are so substantial in relation to its overall operations or its existing financial resources, and its financial condition has become so impaired that it appears questionable, in the opinion of the Exchange, as to whether the Company will be able to continue its operations and meet is obligations as they mature; and

(ii) the Company is not in compliance with Section 134 and Section 1101 of the Company Guide because the Company failed to timely file its Annual Report on Form 10-K for the fiscal year ended June 30, 2009 and its Quarterly Reports on Form 10-Q for the periods ended September 30, 2009 and December 31, 2009.

The Exchange also indicated that, based upon the foregoing, the Staff has concluded that it appears that it is appropriate to initiate immediate delisting proceedings at this time. The Company does not intend to appeal the Exchange’s determination to delist the Company’s common stock and to apply to the SEC to delist the Company’s common stock. The written notice from the Exchange states that if the Company does not appeal the Staff Determination by March 12, 2010, the Staff Determination will become final, the Exchange will suspend trading in the Company’s common stock and will submit an application to the SEC to strike the Company’s common stock from listing and regulation on the Exchange in accordance with Section 12 of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder.

Forward-Looking Statements

Certain information included herein and in other Company statements, reports and SEC filings is or may be forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the continued listing of the Company’s common stock on the NYSE Amex Exchange; the Company’s intention to not appeal the delisting determination; and actions the NYSE Amex Exchange may take with respect to the listing of the Company’s common stock. 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. These risks and uncertainties include the likelihood that there will likely be little or no assets or value available for distribution to the Company’s common stockholders as a result of the Company’s bankruptcy; the Company’s ability to secure adequate financing in bankruptcy and to operate under terms of any such financing; the ability of the Company to continue normal business operations during the Chapter 11 proceedings, including obtaining and maintaing acceptable terms with vendors and service providers and continuing to attract buyers of its homes; the potential adverse impact of the Chapter 11 proceedings; the ability of the Company to attract, motivate and/or retain key executives and employees; 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 of capital; our ability to 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 Company’s Annual Report on Form 10-K/A for the fiscal year ended June 30, 2008 filed with the SEC and subsequently filed Quarterly Reports on Form 10-Q, as well as the Current Reports on Form 8-K and press releases filed with the Securities and Exchange Commission on August 14, 2009, October 6, 2009, November 5, 2009, December 9, 2009, December 23, 2009, February 1, 2010, February 19, 2010 and March 3, 2010.

to continue normal business operations during the Chapter II proceedings, including obtaining and maintaing acceptable

Item 8.01 Other Events

On March 11, 2010 the Company issued a press release announcing receipt of the written notice from Exchange, a copy of which is furnished herewith as Exhibit 99.1.

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.		Description

99.1		Press release of Orleans Homebuilders, Inc. dated March 11, 2010 (furnished herewith).

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: March 11, 2010

	Orleans Homebuilders, Inc.

	By:	/s/ Garry P. Herdler
		Name: Garry P. Herdler
		Title: Executive Vice President,
		Chief Financial Officer and Principal Financial Officer