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): August 18, 2010 (August 16, 2010)
Comstock Homebuilding Companies, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-32375 | 20-1164345 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
11465 SUNSET HILLS ROAD, 4TH FLOOR
RESTON, VIRGINIA 20910
(Address of principal executive offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (703) 883-1700
(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):
| ¨ | 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective as of August 16, 2010, Joseph M. Squeri has been appointed and named as the Chief Financial Officer of Comstock Homebuilding Companies, Inc. (the “Company”). Mr. Squeri will serve his appointment pursuant to a three year employment agreement approved by the Board of Directors of the Company. Mr. Squeri’s predecessor, Jeffrey R. Dauer, will assist with transition duties through August 31, 2010. Pursuant to the terms of the employment agreement, Mr. Squeri will receive a minimum base salary of two hundred fifty thousand dollars ($250,000) and an annual bonus of up to fifty thousand dollars ($50,000), both of which may be increased from time to time by the Board of Directors. In addition, Mr. Squeri will receive one hundred thousand (100,000) fully vested stock options and may be eligible for additional deferred compensation from time to time in accordance with the recommendations of the Company’s Compensation Committee, as approved by the Board of Directors of the Company.
On August 18, 2010, the Company issued a press release announcing this management team change. A copy of this press release is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press release by Comstock Homebuilding Companies, Inc., dated August 18, 2010 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 18, 2010 | ||
| COMSTOCK HOMEBUILDING COMPANIES, INC. | ||
| By: | /s/ Christopher Clemente | |
| Christopher Clemente, | ||
| Chief Executive Officer | ||
Exhibit 99.1
NEWS RELEASE
Comstock Homebuilding Companies Appoints Joseph M. Squeri as Chief Financial Officer
RESTON, VA, August 18, 2010 (MARKETWIRE via COMTEX) — Comstock Homebuilding Companies, Inc. (NASDAQ: CHCI) (“Comstock” or the “Company”) today announced that its Board of Directors has appointed Joseph M. Squeri as the Company’s Chief Financial Officer, effective as of August 16, 2010.
Squeri brings more than a decade of public company leadership experience in corporate finance, strategic planning, accounting and operations. He has served in a number of financial management roles including positions as the Chief Financial Officer of Choice Hotels International (NYSE: CHH) and Federal Realty Investment Trust (NYSE: FRT). A certified public accountant, Joe holds a bachelor’s degree from the University of Virginia. Mr. Squeri’s predecessor, Jeffrey R. Dauer, will assist with transition duties through August 31, 2010.
“Joe is an experienced public company executive and we are delighted to have him join Comstock’s management team” said Comstock Chairman and Chief Executive Officer Christopher Clemente. “Joe’s significant experience in leading finance functions and his strategic planning and operational background will be invaluable as Comstock moves forward with its strategic objectives”.
About Comstock Homebuilding Companies, Inc.
Established in 1985, Comstock Homebuilding Companies, Inc. is a publicly traded real estate development firm with a focus on a variety of for-sale residential and mixed-use products. The company currently focuses on the Washington, D.C. metropolitan area, actively marketing its products under the Comstock Homes brand. Comstock Homebuilding Companies, Inc. trades on NASDAQ under the symbol CHCI. For more information on the Company or its projects please visit www.comstockhomebuilding.com.
Cautionary Statement Regarding Forward-Looking Statements
This release contains “forward-looking” statements that are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties that may cause actual future results to differ materially from those projected or contemplated in the forward-looking statements. Additional information concerning these and other important risks and uncertainties can be found under the heading “Risk Factors” in the Company’s most recent Form 10-K, as filed with the Securities and Exchange Commission. Comstock specifically disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.
Contact:
Judith Spencer
703.230-1146
SOURCE: Comstock Homebuilding Companies, Inc.