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): December 27, 2006
COMSTOCK HOMEBUILDING COMPANIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware
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1-32375
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20-1164345 |
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| (State or Other
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(Commission File Number)
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(IRS Employer |
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Identification No.) |
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11465 Sunset Hills Road |
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Reston, Virginia 20910
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(Address of principal executive offices) (Zip Code) |
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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)) |
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
On December 27, 2006, William Bensten resigned as a senior vice president and a named
executive officer of Comstock Homebuilding Companies, Inc. (the “Company”). At the same time, Mr.
Bensten entered into a six month consulting agreement with the Company.
Item 8.01. Other Events
Villas at Countryside Condominium Sale
Subsequent to Mr. Bensten’s resignation, Merion-Loudoun, LC, an entity wholly-owned by Mr.
Bensten (“Merion”), purchased the 30 remaining undelivered condominium units at the Company’s
Villas at Countryside condominium project for $4.2 million. In connection with the purchase of the
units, Merion became the successor declarant of the condominium association and entered into an
18-month fee arrangement with Comstock Countryside, LLC, a wholly-owned subsidiary of the Company,
to market and sell the units on its behalf.
Settlement of Bank of America Dispute
On December 29, 2006, the Company and Comstock Bellemeade, L.C., a wholly-owned subsidiary of
the Company (“Subsidiary”), issued a press release announcing that the Company and the Subsidiary
had settled their dispute with Bank of America, N.A. (the “Lender”) regarding a purported notice of
default issued by the Lender on October 18, 2006 related to a Deed of Trust Note and Loan
Agreement, each dated as of September 28, 2005.
The dispute was the result of a contested curtailment demand by the Lender with respect to an
acquisition and construction loan for the Company’s Commons at
Bellemeade condominiums. As part of the settlement of the dispute,
the Lender withdrew the previously issued notice of default and
declared the Company to be in compliance with all obligations
associated with the Company’s borrowings with the Lender.
Item 9.01 Financial Statements and Exhibits
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Description |
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99.1 |
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Press Release by Comstock Homebuilding Companies, Inc. dated December 29, 2006 |