8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 31, 2007

DOMINION HOMES, INC.

(Exact Name of Registrant as Specified in Charter)

Ohio	0-23270	31-1393233
(State of Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4900 Tuttle Crossing Boulevard, P.O. Box 4900, Dublin, Ohio	43016-0993
(Address of Principle Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (614) 356-5000

(Former Name of 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 communication 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 31, 2007, Dominion Homes, Inc. (the “Company”) received notification from The Nasdaq Stock Market, Inc. (“Nasdaq”) indicating that for the last 30 consecutive trading days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued inclusion under Marketplace Rule 4450(a)(5) (the “Rule”). In accordance with Marketplace Rule 4450(e)(2), the Company was provided 180 calendar days, until June 30, 2008, to regain compliance with the minimum bid requirement. If, at any time before June 30, 2008, the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, Nasdaq will provide written notification that it has achieved compliance with the Rule. If compliance with the Rule cannot be demonstrated by June 30, 2008, then Nasdaq will provide written notification to the Company that its securities will be delisted. At that time, the Company will be permitted to appeal Nasdaq’s determination to a Listings Qualification Panel.

The Company intends to monitor the market value of its publicly held securities and consider available options if its common shares do not trade at a level likely to result in the Company regaining compliance with the minimum bid price of the publicly held shares requirement by June 30, 2008. In addition, as required by Marketplace Rule 4803(a), the Company has issued a press release as of January 4, 2008 reporting the receipt of Nasdaq’s letter, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 31, 2007, the Board of Directors of the Company adopted and approved an amendment (the “Amendment”) to the Company’s Supplemental Executive Retirement Plan (as amended and restated effective June 8, 2004, the “SERP”), effective December 31, 2007. The Amendment to the SERP was adopted in order to (i) amend certain provisions of the SERP to allow vesting to its participants immediately upon the occurrence of a change in control, (ii) eliminate the second “trigger” requirement of termination of employment prior to vesting, and (iii) amend certain provisions to comply with, and take advantage of transition relief under, Section 409A of the Internal Revenue Code of 1986, as amended.

The foregoing description of the Amendment is qualified in its entirety by the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit Number	Exhibit
10.1	Amendment to Dominion Homes, Inc. Supplemental Executive Retirement Plan, effective as of December 31, 2007
99.1	Press release dated January 4, 2008

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.

		DOMINION HOMES, INC.
Date	January 4, 2008	By	/s/ William G. Cornely
			William G. Cornely,
			Executive Vice President — Finance,
			Chief Financial Officer and Chief Operating Officer

Exhibit Index

Exhibit Number	Exhibit
10.1	Amendment to Dominion Homes, Inc. Supplemental Executive Retirement Plan, effective as of December 31, 2007
99.1	Press release dated January 4, 2008

EX-10.1

Exhibit 10.1

AMENDMENT TO

DOMINION HOMES, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

WHEREAS, Dominion Homes, Inc. (the “Company”) maintains the Dominion Homes, Inc. Supplemental Executive Retirement Plan (the “Plan”), as amended and restated effective June 8, 2004;

WHEREAS, subject to certain limitations, Section 8.00 of the Plan provides that the Company, by action of its Board of Directors, may amend the Plan at any time;

WHEREAS, the Company desires to amend the Plan to utilize transition relief issued with respect to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), which (1) subject to certain restrictions, permits a plan to be amended to provide for new payment elections on or before December 31, 2007 with respect to both the time and form of payment of amounts subject to Section 409A of the Code and (2) provides that such amendment will not be treated as a change in the time or form of payment under Section 409A(a)(4) of the Code or an acceleration of a payment under Section 409A(a)(3) of the Code; and

WHEREAS, the Company intends to interpret, operate and administer the Plan in accordance with Section 409A of the Code and any applicable regulations, rules or guidance issued thereunder;

NOW, THEREFORE, the Plan is hereby amended, effective as of December 31, 2007, as follows:

1. By adding the following new Section 2.28:

2.28 Section 409A Change in Control Event: The first to occur of any of the following:

[1] The date that any one person, or more than one person acting as a group, acquires (or has acquired during the 12 month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 40 percent or more of the total voting power of the stock of the Company;

[2] The date that any one person, or more than one person acting as a group, acquires (or has acquired during the 12 month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions; or

[3] The date that a majority of the members of the Board is replaced during any 12 month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election.

Notwithstanding anything in this Plan to the contrary, this definition shall be administered and interpreted in a manner that is consistent with the definition of “change in control event” under Section 409A of the Code and Treasury Regulation Section 1.409A-3(i)(5).

2. By deleting Section 4.04 of the Plan in its entirety and substituting therefor the following:

4.04 Vesting. Each Member will be fully vested in his or her Account on the earliest of:

[1] The date the Plan is terminated as provided in Section 9.00; or

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[2] If he or she Terminates for reasons other than death:

[a] After the occurrence of a Triggering Event; and

[b] That Termination:

[i] Occurred after the Participant’s Retirement Age;

[ii] Occurred for Good Reason, whether or not the Participant had then reached his or her Retirement Age but only if [A] the Participant notifies his or her Employer of the event believed to constitute “Good Reason,” [B] that notice is given, in writing, no more than 10 days after the cited event occurred or began, whichever is earlier and [C] the Employer does not cure the “Good Reason” cited within 10 days after receipt of that notice; or

[iii] Was Terminated by the Employer for reasons other than Cause, whether or not the Participant had then reached his or her Retirement Age; or

[3] The date that a Section 409A Change in Control Event occurs.

Except as provided in Section 5.05, if a Participant Terminates because of death, no benefit will be paid from this Plan and the dead Participant’s Account will be fully and irrevocably forfeited.

3. By replacing the phrase “either Section 5.01 or 5.02” in Section 5.04[1] with the phrase “Section 5.01, 5.02 or 5.05.”

4. By adding the following new Section 5.05:

5.05 Distribution Upon a Section 409A Change in Control Event. Notwithstanding anything in this Plan to the contrary or anything in any Notice of Participation or any Enrollment Form to the contrary, the value of each Member’s Account will be distributed to the Member no later than 10 days after the occurrence of a Section 409A Change in Control Event (regardless of whether or not the Member Terminates on or after such Section 409A Change in Control Event). This distribution will be made in cash or by distributing any insurance policy purchased as a source of the Member’s Plan benefit, whichever form the Member has elected in his or her Enrollment Form. If a Member dies after a Section 409A Change in Control Event but before the value of his or her Account has been fully distributed, the value of the Member’s Account will be distributed to the Member’s Beneficiary as provided in the Member’s Enrollment Form.

5. Capitalized terms that are not defined in this Amendment have the same meanings as in the Plan.

IN WITNESS WHEREOF, this Amendment is adopted this 31st day of December, 2007.

DOMINION HOMES, INC.
By:	/s/ William G. Cornely
	William G. Cornely
Title:	Executive Vice President

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:

Lori Steiner or

William Cornely

at (614) 356-5524

DOMINION HOMES ANNOUNCES RECEIPT OF NASDAQ DEFICIENCY NOTICE

DUBLIN, Ohio – January 4, 2008 – Dominion Homes, Inc. (NASDAQ: DHOM) today announced that on December 31, 2007 the Company received notification from The Nasdaq Stock Market, Inc. (“Nasdaq”), indicating that the Company is not in compliance with the continued listing requirement of Nasdaq Marketplace Rule 4450(a)(5) because for the last 30 consecutive days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement. In accordance with Nasdaq Marketplace Rule 4450(e)(2), the Company was provided 180 calendar days, until June 30, 2008, to regain compliance with the minimum bid requirement. If, at any time before June 30, 2008, the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, Nasdaq will provide written notification that it has achieved compliance.

If compliance cannot be demonstrated by June 30, 2008, then Nasdaq will provide written notification to the Company that its securities will be delisted. At that time, the Company will be permitted to appeal Nasdaq’s determination to a Listings Qualification Panel.

The Company intends to monitor the market value of its publicly held securities and consider available options if its common shares do not trade at a level likely to result in the Company regaining compliance with the minimum bid price of the publicly held shares requirement by June 30, 2008

# # #

Certain statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. Such risks, uncertainties and other factors include, but are not limited to, changes in national or local economic conditions, changes in the local or national homebuilding industry, changes in federal lending programs, fluctuations in interest rates, increases in raw materials and labor costs, levels of competition and other factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 and its Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2007. All forward-looking statements made in this press release are based on information presently available to the management of the Company. The Company assumes no obligation to update any forward-looking statements.