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): April 9, 2008 (April 4,
2008)
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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(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:
□ 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-12)
□ 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
1.01 Entry into a Material Definitive
Agreement.
The information contained in Item 3.03
relating to the Plan of Conversion of Wilson Holdings, Inc. converting Wilson
Holdings, Inc. from a Nevada corporation to a Texas corporation is incorporated
by reference herein.
Item
3.03 Material Modification to Rights of Security
Holders.
Effective April 4, 2008, Wilson
Holdings, Inc., a Nevada corporation, completed its reincorporation to the State
of Texas pursuant to the Plan of Conversion as ratified by the shareholders at
the 2008 annual meeting of shareholders held on April 3, 2008. As
part of the reincorporation, a new Certificate of Formation, a copy of which is
attached as Exhibit 3.1 hereto (the “Certificate of Formation), was adopted
and Wilson Holdings, Inc.’s corporate name was changed to Green Builders, Inc.
(the “Company”), and the Certificate of Formation will now govern the rights of
holders of the Company’s common stock. There are no changes to the members
of the Company’s Board of Directors (the “Board”), the management, or the
operations of the company. The current stock certificates will continue to
represent stock in the Texas company.
The Company has been using the name
“Green Builders” in its regular business operations since June 2007 and will
continue to do so. Effective April 8, 2008, the Company’s common
stock began trading under the symbol “GBH” on the American Stock
Exchange.
Description
of Capital Stock
The following is a description of the
Company’s common stock, par value $.001 per share. This summary is
qualified by reference to the actual provisions of the Certificate of
Formation. Additional information on the effect of the conversion is set
forth in the Definitive Proxy Statement for the Wilson Holdings, Inc. annual
meeting of shareholders as filed with the Securities and Exchange Commission on
March 5, 2008.
The Company has one hundred ten million
(110,000,000) authorized shares of capital stock, of which 100,000,000 shares
are designated as common stock, and 10,000,000 shares are designated as
preferred stock, par value $.001 per share. The holders of the Company’s
common stock shall be entitled at all meetings of shareholders to one vote for
each share of such stock held by them. Cumulative voting is not permitted
in the Certificate of Formation.
The Company’s shareholders have no
preemptive rights to acquire additional shares of common stock or other
securities. The Company’s common stock is not subject to redemption and carries
no subscription or conversion rights. In the event of liquidation of the
Company, the shares of common stock are entitled to share equally in corporate
assets after satisfaction of all liabilities. Holders of Company’s common stock
are entitled to receive such dividends as the Board may from time to time
declare out of funds legally available for the payment of dividends. The Company
intends to seek growth and expansion of its business through the reinvestment of
profits, if any, and does not anticipate that it will pay dividends in the
foreseeable future.
The Board has the authority to issue
the authorized but unissued shares of common stock without action by the
Company’s shareholders. Any future issuance of such shares would reduce the
percentage ownership held by existing shareholders and might dilute the book
value of their shares.
The Company may issue preferred stock
from time to time in one or more series, pursuant to certain authority held by
the Board, including the authority to fix the rights, voting rights,
designations, preferences, and relative, participating, optional or other
rights, if any, and the qualifications, limitations or restrictions, of such
preferred stock. The issuance of the preferred stock may, among other
things, have the effect of diluting the holders of the Company’s common stock
and delaying, deferring, or preventing a change in control of the Company.
The shares of preferred stock of the Company are not currently designated by any
series, and there are currently no outstanding shares of preferred
stock.
Anti-Takeover
Provisions
Texas has a “business combination”
statute, which restricts mergers and other business combinations with certain
persons who have acquired significant blocks of a corporation’s stock. Under
Texas law, stockholders have the right (subject to certain narrow exceptions) to
vote on all mergers to which the corporation is a party. In certain
circumstances, different classes of securities may be entitled to vote
separately as classes with respect to such transactions. Unless the
certificate of formation provides otherwise, approval of the holders of at least
two-thirds of all outstanding shares entitled to vote is required by Texas law
to approve a merger in most cases. Unless the certificate of formation provides
otherwise, the approval of the shareholders of the corporation in a merger is
not required under Texas law if: (i) the corporation is the sole surviving
corporation in the merger; (ii) the certificate of formation of the
corporation following the merger will not differ from the corporation's
certificate of formation before the merger; (iii) immediately after the
effective date of the merger, each shareholder of the corporation whose shares
were outstanding immediately before the effective date of the merger will hold
the same number of shares, with identical designations, preferences,
limitations, and relative rights; (iv) the sum of the voting power of the
number of voting shares outstanding immediately after the merger and the voting
power of securities that may be acquired on the conversion or exercise of
securities issued under the merger does not exceed by more than 20 percent the
voting power of the total number of voting shares of the corporation that are
outstanding immediately before the merger; and (v) the sum of the number of
participating shares that are outstanding immediately after the merger and the
number of participating shares that may be acquired on the conversion or
exercise of securities issued under the merger does not exceed by more than 20
percent the total number of participating shares of the corporation that are
outstanding immediately before the merger.
Item 5.03 Amendment to Articles
of Incorporation or Bylaws; Change in Fiscal Year.
The information contained in Item 3.03
relating to the Certificate of Formation of Green Builders, Inc. is incorporated
by reference herein.
Item 7.01
Regulation FD Disclosure.
On April 8, 2008, the Company issued a
press release announcing the completion of the reincorporation of the Company in
the State of Texas and the name change to Green Builders, Inc., which is being
furnished as Exhibit 99.1 to this report.
This Current Report on Form 8-K is
being filed by Green Builders, Inc. as the initial report of Green Builders,
Inc. to the Securities and Exchange Commission and as notice that Green
Builders, Inc. is the successor issuer to Wilson Holdings, Inc. under Rule 12g-3
under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). As a result, the common stock of Green Builders, Inc. is
deemed to be registered under Section 12(b) of the Exchange Act. The
common stock will continue to trade on the American Stock Exchange (“AMEX”)
under the ticker symbol “GBH” beginning April 8, 2008.
Item 9.01 Financial
Statements and Exhibits.
(d)
Exhibits
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Exhibit No.
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Description
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3.1
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Certificate
of Formation dated April 3, 2008
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3.2
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Certificate
of Amendment dated April 3, 2008
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99.1
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Green
Builders, Inc., Press Release, dated April 8,
2008.
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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.
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GREEN BUILDERS,
INC.
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By:
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/s/ Clark
Wilson
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Clark
Wilson
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President
and Chief Executive Officer
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