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 12,
2009
GREEN
BUILDERS, INC.
(Exact
name of registrant as specified in its charter)
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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:
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□
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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□
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry Into a Material Definitive Agreement.
On March
12, 2009, Wilson Family Communities, Inc. (“WFC”), a wholly-owned subsidiary of
Green Builders, Inc. (the “Company”), and LNZCO, LLC (“LNZCO”) agreed that LNZCO
will provide between $1 and $2 million in financing to WFC for the construction
by WFC of single family residences. On March 12, 2009, the parties
entered into a series of agreements (the “Financing Agreements”) pursuant to
which LNZCO will provide WFC financing for the construction of four
single family residences. The parties may enter into additional Financing
Agreements to provide financing for the construction of additional single family
residences at such times as the parties mutually agree.
For each
of the residences to be built by WFC, WFC and LNZCO will enter into a
Construction Loan Agreement, a Promissory Note and a Deed of
Trust. WFC’s obligations under each Promissory Note are secured
pursuant to the Deed of Trust by the particular residence for which such
financing is obtained. Advances under each Promissory Note will be
made upon request by WFC and compliance with the terms of the Construction Loan
Agreement. Each Promissory Note bears interest at a rate of prime
plus 5.0%, has a one point origination fee, and matures in one
year. The loan for each residence is 65% of the sales price of the
associated improved property.
LNZOCO is
wholly-owned by the Lindsey May Kathryn Wilson 1995 Trust, the beneficiaries of
which are the minor children of Clark Wilson, the President and Chief Executive
Officer of the Company.
The
Company’s Audit Committee reviewed the proposed terms of the Financing
Agreements and compared them to the terms of other financing arrangements
available to WFC at this time. The Audit Committee determined that
LNZCO could provide the most favorable financing terms to WFC and approved the
Financing Agreements as being fair as to the Company and WFC as of the time of
authorization.
The above
description of the material terms of the Financing Agreements are not a complete
statement of the parties’ rights and obligations with respect to the agreements.
The above statements are qualified in their entirety by reference to the
Financing Agreements, forms of which are filed as Exhibits 10.1, 10.2 and 10.3
hereto.
Item
9.01 Financial Statements and
Exhibits.
(d)
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Exhibit No.
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Description
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10.1
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Form
of Construction Loan Agreement
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10.2
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Form
of Promissory Note
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10.3
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Form
of Deed of Trust
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