Attached files
| file | filename |
|---|---|
| EX-3.1 - CERTIFICATE OF AMENDMENT, FORWARD SPLIT - GREEN BUILDERS, INC | ex3_2.htm |
| EX-3.1 - CERTIFICATE OF AMENDMENT, REVERSE SPLIT - GREEN BUILDERS, INC | ex3_1.htm |
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): February 19,
2010
GREEN
BUILDERS, INC.
(Exact
name of registrant as specified in its charter)
|
Texas
(State
or other jurisdiction
of
incorporation)
|
001-33408
(Commission
File
Number)
|
76-0547762
(IRS
Employer
Identification
Number)
|
|
8121
Bee Caves Road
Austin,
Texas 78746
(Address
of principal executive offices)
|
||
|
(512)
732-0932
(Registrant’s
telephone number, including area
code)
|
||
|
N/A
|
||
|
(Former
Name of 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:
□ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
□ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-
2)
□ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act 17 CFR
240.14d-2(b))
□ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act 17 CFR
240.13e-4(c))
Item
8.01 Other Events.
On February 19, 2010, Green Builders,
Inc., a Texas corporation (the “Company”) filed Certificates of Amendment (the
“Amendments”) to its Certificate of Formation with the Texas Secretary of State
to effect a 1-for-500 reverse stock split (the “Reverse Split”), followed
immediately by an 500-for-1 forward stock split (the “Forward Split” and,
together with the Reverse Split, the “Reverse/Forward Stock
Split”). On January 29, 2010 the Company filed with the Securities
and Exchange Commission a definitive Information Statement (the “Information
Statement”) informing the Company’s shareholders of the approval of the
Reverse/Forward Stock Split by the Company’s Board of Directors on November 13,
2009 and by shareholders holding the requisite number of shares of each class of
the Company’s capital stock, acting by written consent, on January 28,
2010. Pursuant to Regulation 14C under the Securities Exchange Act of
1934, as amended, the Company filed the Amendments with the Texas Secretary of
State 20 calendar days after the Information Statement was first mailed to the
Company’s shareholders.
Copies of the Amendments effecting the
Reverse Split and the Forward Split are attached as Exhibits 3.1 and 3.2,
respectively, to this report, and are each incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
3.1
|
Certificate
of Amendment, filed with the Texas Secretary State on February 19,
2010
|
|
3.2
|
Certificate
of Amendment, filed with the Texas Secretary State on February 19,
2010
|
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.
|
GREEN
BUILDERS, INC.
|
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|
Dated: February
22, 2010
|
By:
|
/s/
Clark Wilson
|
|
Clark
Wilson
|
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|
President
and Chief Executive Officer
|
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