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): June 9, 2006
(June 5, 2006)
BLUELINX HOLDINGS INC.
(Exact name of registrant specified in its charter)
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| Delaware
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001-32383
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77-0627356 |
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| (State or other
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(Commission
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(I.R.S. Employer |
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File Number)
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Identification No.) |
| incorporation) |
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| 4300 Wildwood Parkway, Atlanta, Georgia
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30339 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (770) 953-7000
Not applicable
(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 conditions:
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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)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On June 5, 2006, the Board of Directors’ Compensation Committee (the “Committee”) of BlueLinx
Holdings Inc. (the “Company”) granted to certain of the Company’s currently named executive
officers awards in the form of restricted shares of the Company’s common stock, as well as options
to purchase shares of the Company’s common stock. All awards were granted pursuant to and are
subject to the terms of the BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan (the
“Plan”).
Grants of Restricted Stock
Each restricted stock award was granted in accordance with the terms of the Restricted Stock
Award Agreement under the Plan, in the form attached hereto as Exhibit 10.1. Each restricted stock
award vests on June 5, 2011, five years after the grant date, subject to accelerated vesting.
Pursuant to the accelerated vesting provision of the Restricted Stock Award Agreement, a percentage
of the stock award vests upon the attainment of a specified Average Company Share Price, as defined
in the Restricted Stock Award Agreement, with no more than 33.333% of the award shares vesting
before June 5, 2007. The restricted stock awards were granted to the named executive officers as
follows:
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Number of Shares of |
| Name of Recipient |
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Restricted Stock |
Stephen E. Macadam, Chief Executive Officer |
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45,774 |
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George R. Judd, President & Chief Operating Officer |
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32,543 |
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Barbara V. Tinsley, General Counsel & Secretary |
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8,760 |
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Grants of Stock Options
Each stock option award was granted in accordance with the terms of the Nonqualified Stock
Option Award Agreement under the Plan, in the form attached hereto as Exhibit 10.2. Each stock
option award vests over a five year term, with 20% of the award vesting each January 3rd
after the grant date (subject to accelerated vesting upon a Change of Control). The nonqualified
stock options were awarded to the named executive officers as follows:
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Number of Stock |
| Name of Recipient |
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Options |
Stephen E. Macadam, Chief Executive Officer |
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110,619 |
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George R. Judd, President & Chief Operating Officer |
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78,647 |
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Barbara V. Tinsley, General Counsel & Secretary |
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21,169 |
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Item 9.01 Financial Statements and Exhibits
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(10.1) |
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BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan Restricted Stock Award Agreement |
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(10.2) |
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BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan
Nonqualified Stock Option Award Agreement |