UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to ~~Section~~ SECTION 13 OR 15(d) of ~~The~~

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~October 206, 2010

GOODMAN GLOBAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-32850	20-1932219
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
5151 San Felipe, Suite 500 Houston, Texas		77056
5151 San Felipe, Suite 500, Houston, Texas		77056
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (713) 861-2500

(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 57.0201 ~~Departure~~Regulation ofFD ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Discosure.

~~(d)~~ On ~~July 20~~October 6, 2010, ~~Claude~~Goodman A.Global ~~Swanson~~Group, ~~Hornsby~~Inc., ~~III was elected to~~ the ~~Board~~indirect ofparent ~~Directors (the “Board”)~~ of Goodman Global ~~Group~~, Inc. (the “Company”), announced that it is in discussions with certain potential lenders in connection with proposed new secured credit facilities. Borrowings under the ~~indirect~~proposed ~~parent~~credit ~~company~~facilities are expected to be used to repay substantially all of ~~Goodman~~the outstanding debt of Goodman Global Group, Inc. ~~Mr.~~and ~~Hornsby~~the ~~will~~Company, ~~serve~~to onpay ~~the~~related ~~Board’s~~transaction ~~audit~~expenses, to fund a distribution to equityholders and ~~compensation~~for ~~committees.~~other Mrgeneral corporate purposes. ~~Hornsby~~There is no assurance that any of these credit facilities will ~~fill~~be ~~the~~obtained, ~~current~~nor ~~vacancy~~is onthere ~~the~~any certainty ~~Board~~regarding their cost or terms.

InThe ~~connection~~Company is furnishing the information under this Item 7.01 in this Current Report on Form 8-K to comply with ~~his~~Regulation ~~election~~FD. Such information shall not be deemed to be “filed” for purposes of Section 18 of the ~~Board~~Securities Exchange Act of 1934, ~~Mr. Hornsby~~as ~~will~~amended, ~~receive~~or otherwise subject to the ~~following~~liabilities ~~compensation~~of ~~for~~that section, ~~his~~and ~~service~~shall onnot be deemed to be incorporated by reference into any of the ~~Board~~Company’s ~~and its~~filings ~~audit~~under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and ~~compensation~~regardless ~~committees:~~of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

•Cautionary ~~$40,000~~note ~~per~~on ~~year~~forward-looking ~~for~~statements ~~service as a director, payable in equal quarterly installments;~~

•This $2Current Report on Form 8-K contains forward-looking statements. In particular,~~000~~ ~~for~~statements ~~each~~about ~~meeting~~the ofCompany’s expectations, beliefs, plans, objectives, assumptions or future events or performance, or the ~~Board~~components of financial performance or ~~any~~underlying ~~committee~~factors ~~thereof~~or ~~attended~~other statements that are not historical statements that are contained in ~~person~~this Current Report on Form 8-K are forward-looking statements. The words “believe,” “expect,” “forecast,” “anticipate,” “intend,” “estimate” and $1other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. The Company has based these forward-looking statements on its current expectations about future events. While the Company believes these expectations are reasonable,~~500~~ these forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond the Company’s control. The Company’s actual results may differ materially from those suggested by these forward-looking statements for ~~each~~various ~~such~~reasons, ~~meeting~~including ~~attended~~those ~~telephonically;~~discussed in this Current Report on Form 8-K and the Company’s Report on Form 10-Q for the quarterly period ended June 30, 2010 under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors.” Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Some of the key factors that could cause actual results to differ from the Company’s expectations are:

• ~~$10,000~~adverse ~~per~~conditions ~~year~~affecting ~~for service as a member of~~ the ~~audit~~U.S. ~~committee, payable in equal quarterly installments~~economy;

• ~~$10,000~~volatility ~~per~~and ~~year~~disruption ~~for~~of ~~service~~the ascapital aand ~~member~~credit ofmarkets and adverse changes in the ~~compensation~~U.S. ~~committee~~and global economy, ~~payable~~which inmay ~~equal~~negatively ~~quarterly~~impact ~~installments;~~the Company’s and its customers’ ability to access financing;

• achanges ~~grant of 3,279 restricted stock units under the Chill Holdings, Inc. 2008 Stock Incentive Plan (the “2008 Plan”), which will vest~~ in ~~full~~weather onpatterns ~~the~~and ~~earlier~~seasonal of (1) the first anniversary of the vesting commencement date (which was July 20, 2010) or (2) a change in control (as defined in the 2008 Plan), in each case subject to Mr. Hornsby’s continuous service on the Board.fluctuations;

•

a failure by the Company to improve its existing products, develop new products or keep pace with its competitors’ product development;

•

increased competition, as well as consolidation among independent distributors;

•

significant fluctuations in the cost of raw materials and components and a decline in the Company’s relationships with key suppliers;

•

significant impairment of the value of the Company’s intangible assets or long-lived assets;

•

a decline in the Company’s relations with its key distributors;

•

design or manufacturing defects in the Company’s products, which may result in material liabilities associated with product recalls or reworks;

•

the incurrence of material costs as a result of product liability or warranty claims;

•

higher than expected tax rates or exposure to additional income tax liabilities;

•

the costs of complying with, or addressing liabilities under, laws relating to the protection of the environment and worker health and safety;

•

labor disputes with the Company’s employees;

•

the loss of members of the Company’s management team;

•

natural or man-made disruptions to the Company’s distribution and manufacturing facilities;

•

the Company’s inability to access funds generated by its subsidiaries, making it unable to meet its financial obligations;

•

the Company’s failure to adequately protect its intellectual property rights or claims that it is in violation of the intellectual property rights of third parties;

•

the requirements of being a public company, which may strain the Company’s resources and distract management;

•

the Company’s substantial indebtedness, which may adversely affect its financial condition, its ability to operate its business, react to changes in the economy or its industry and pay its debts and could divert its cash flow from operations for debt payments;

•

the incurrence by the Company or its subsidiaries of substantially more debt, which could further exacerbate the risks associated with its substantial leverage;

•

the Company’s need to generate cash to service its indebtedness;

•

restrictions in the Company’s debt agreements that limit its flexibility in operating its business;

•

the interests of the Company’s controlling stockholder and of holders of its outstanding debt; and

•

other factors detailed from time to time in the Company’s filings with the Securities and Exchange Commission.

The forward-looking statements included in this Current Report on Form 8-K are made only as of the date hereof. The Company does not undertake and specifically declines any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or developments, changed circumstances or otherwise.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the registrant has duly caused this report to be signed on its behalf by the undersigned, ~~thereunto~~hereunto duly authorized.

Date: July 22, 2010	GOODMAN GLOBAL, INC.
Date: October 6, 2010		GOODMAN GLOBAL, INC.
	/s/ Ben D. Campbell
		/s/ LAWRENCE M. BLACKBURN
	Ben D. Campbell
		Lawrence M. Blackburn
	Executive Vice President, Secretary and General Counsel
		Executive Vice President and Chief Financial Officer

Filing Compare · Goodman Global Inc