UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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)
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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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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.
The
following exhibits are filed or furnished with this Current Report on
Form 8-K:
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Exhibit No.
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Description
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99.1
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Press
release of Orleans Homebuilders, Inc. dated March 11, 2010 (furnished
herewith).
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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:
March 11, 2010
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Orleans Homebuilders,
Inc.
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By:
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/s/
Garry P. Herdler
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Name: Garry
P. Herdler
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Title: Executive
Vice President,
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Chief Financial Officer and
Principal Financial Officer
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EXHIBIT
INDEX
The
following exhibits are filed or furnished with this Current Report on
Form 8-K:
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Exhibit No.
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Description
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99.1
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Press
release of Orleans Homebuilders, Inc. dated March 11, 2010 (furnished
herewith).
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