- Current report filing (8-K)
04 November 2009 - 10:03PM
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):
October 29,
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 October 29, 2009,
Jeffrey P. Orleans, age 63, was appointed President of the Company to serve as
President at the discretion of the Board of Directors. Mr. Orleans has been a director of the
Company since 1983 and has served as the Companys Chairman of the Board and
Chief Executive Officer since 1986.
Following is a summary of
certain transactions entered into between the Company and Mr. Orleans. With the exception of transactions that took
place during fiscal year 2009, all of these transactions were previously
disclosed in the Companys 2008 proxy statement.
During fiscal year 2003
the Company entered into two separate ten year leases for the rental of office
space with a company that is controlled by Mr. Orleans. The Company took
possession of the leased premises and the lease term began in May 2004.
The annual rental for the leased office space is $112,000 and escalates to
$128,000 after the fifth year of the lease. The Company is also responsible for
the payment of its pro rata share of common area maintenance costs.
The Company places some
of its corporate insurance through A.P. Orleans Insurance Agency, Inc., of
which Mr. Orleans is the sole stockholder. The Company also uses A.P.
Orleans Insurance Agency, Inc. to purchase surety bonds that the Company
is required to maintain with various municipalities as part of its ongoing
operations as a developer on specific projects in those municipalities. The
Company paid premiums and fees associated with insurance policies and surety
bonds provided by the entity controlled by Mr. Orleans of $422,000,
$1,622,000 and $2,013,000, which includes amounts paid to unrelated insurance
companies for such policies, during fiscal years 2009, 2008, and 2007, respectively.
The Company owned fractional
interests in an aircraft, all of which were sold or otherwise disposed of in or
before May, 2009. Mr. Orleans was
given access to Company-owned aircraft for personal use. Mr. Orleans was, however, required to
reimburse the Company for the incremental costs associated with such personal
use. During the fiscal year ended June 30,
2008, the Company discovered that it had overcharged Mr. Orleans for his
personal use of the Company plane during the fiscal years ended June 30,
2007, 2006 and 2005. The overcharge
occurred due to the Company charging Mr. Orleans based on the full
absorption method rather than based on aggregate incremental costs. The Company reimbursed Mr. Orleans
$1,114,494 for the overcharges in Fiscal 2005, Fiscal 2006 and Fiscal
2007. The reimbursement of this amount
was approved by the Compensation Committee on August 28, 2008 and Mr. Orleans
was reimbursed subsequent to year end. Mr. Orleans
reimbursed the Company the net amounts of $45,123, $68,099 and $300,618 for his
personal use of Company-owned aircraft in fiscal years 2009, 2008 and 2007,
respectively. The Company no longer owns
any fractional interests in aircraft.
2
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:
November 4, 2009
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Orleans
Homebuilders, Inc.
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By:
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Benjamin
D. Goldman
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Name:
Benjamin D. Goldman
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Title:
Vice Chairman and Director
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