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): September 22, 2009
GREATER ATLANTIC FINANCIAL CORP.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-26467 54-1873112
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(State or Other Jurisdiction (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
10700 Parkridge Boulevard, Suite P50, Reston, VA 20191
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (703) 391-1300
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Not Applicable
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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 (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 8.01 Other Events
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As previously reported in a Form 8-K (the "Form 8-K") filed on September 2,
2009 by Greater Atlantic Financial Corp. (the "Company"), members of the Board
of Directors and certain officers of the Company received a demand letter (the
"Demand") on August 14, 2009, from Richard C. Litman, who claims to be a
shareholder of the Company ("Litman"), stating the alleged basis for a
stockholder derivative action and demanding such persons take immediate action
to protect the interests of common stockholders of the Company. Also as
previously reported in the Form 8-K, on August 26, 2009, Litman filed a
stockholder derivative lawsuit (Case Number CA4837-VCP) in the Delaware Court of
Chancery against the Company and certain other defendants (the "Complaint").
The Board of Directors of the Company has carefully considered the Demand
and has received the advice of independent Delaware legal counsel with respect
to the Demand. After reviewing the Demand with legal counsel, as well as the
allegations contained in the Complaint as if those allegations had been included
as part of the Demand, the Board of Directors has determined that the
allegations of the Demand lack merit and that any action in furtherance of the
Demand would not be in the Company's interest. Accordingly, on September 22,
2009, the Board of Directors unanimously resolved to refuse the Demand. Further,
on September 25, 2009, the Company filed in the Delaware Court of Chancery a
motion to dismiss the Complaint.
Item 9.01. Financial Statements and Exhibits
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(a) Financial Statements of Businesses Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Shell Company Transactions. Not applicable.
(d) Exhibits. Not applicable.
SIGNATURES
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.
Greater Atlantic Financial Corp.
Date: September 25, 2009 By: /s/ Carroll E. Amos
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Carroll E. Amos
President and Chief Executive Officer