BlueLinx Holdings Inc. (Form: 8-K, Received: 06/13/2016 16:47:18)

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 13, 2016

BLUELINX HOLDINGS INC.

(Exact name of registrant specified in its charter)



Delaware	001-32383	77-0627356
(State or other	(Commission	(I.R.S. Employer
jurisdiction of incorporation)	File Number)	Identification No.)



4300 Wildwood Parkway, Atlanta, Georgia	30339
(Address of principal executive offices)	(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 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 3.03 Material Modification to Rights of Security Holders

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Pursuant to the authorization granted by the stockholders of BlueLinx Holdings Inc. (the “Company”) at the Company’s Annual Meeting of Stockholders held on May 19, 2016, the Company's Board of Directors has approved a 1-for-10 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and a corresponding reduction in the number of authorized common shares, from 200,000,000 shares to 20,000,000 shares. The Company’s authorized number of preferred shares will remain unchanged at 30,000,000 shares.

On June 13, 2016, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to implement the Reverse Stock Split effective as of June 13, 2016 at 4:15 p.m. Eastern time (the “Split Effective Time”). A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

At the Split Effective Time, all shares of Common Stock issued and outstanding immediately prior to the Split Effective Time will be automatically reclassified into a smaller number of shares such that each ten shares of issued Common Stock immediately prior to the Split Effective Time will be combined and reclassified into one share of Common Stock. No fractional shares will be issued, and in lieu thereof, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the Reverse Stock Split will be entitled to receive a cash payment equal to the fraction to which such holder would otherwise be entitled multiplied by the closing price of a share of Common Stock on the New York Stock Exchange on June 13, 2016. To reflect the Reverse Stock Split, proportional adjustments will be made to the Company’s equity awards and equity compensation plans. The Reverse Stock Split will not affect the par value per share of the Common Stock. Broadridge Corporate Issuer Solutions, Inc., the Company’s transfer agent, will act as exchange agent for purposes of implementing the exchange of any stock certificates and the payment of cash in lieu of fractional shares.

Item 8.01 Other Events

On June 13, 2016, the Company issued a press release announcing the Reverse Stock Split described above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits



Exhibit No.		Description
3.1		Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation, dated June 13, 2016
99.1		Press release announcing Reverse Stock Split dated June 13, 2016

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.



	BLUELINX HOLDINGS INC. By: /s/ Shyam K. Reddy Shyam K. Reddy Senior Vice President, General Counsel, and Corporate Secretary

Dated: June 13, 2016

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

BLUELINX HOLDINGS INC.

____________________

Pursuant to Section 242 of

the General Corporation Law of the

State of Delaware

____________________

BLUELINX HOLDINGS INC. , a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “ Corporation ”), does hereby certify as follows:

FIRST : Upon the filing and effectiveness (the “ Effective Time ”) pursuant to the General Corporation Law of the State of Delaware (the “ DGCL ”) of this Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Corporation, as amended, each ten (10) shares of the Corporation’s Common Stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “ Reverse Stock Split ”). No certificates representing fractional shares of Common Stock shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to receive cash (without interest or deduction) from the Corporation’s transfer agent in lieu of such fractional share interests, upon receipt by the Corporation’s transfer agent of the stockholder’s properly completed and duly executed transmittal letter and, where shares are held in certificated form, the surrender of the stockholder’s Old Certificates (as defined below), in an amount equal to the fair market value of such fractional share interests based on the closing price per share of Common Stock on the principal market on which the Common Stock trades on the trading day immediately preceding the Effective Time. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“ Old Certificates ”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.

SECOND : Upon the Effective Time, paragraph (A) of Article FOURTH of the Corporation’s Second Amended and Restated Certificate of Incorporation, as amended, is hereby amended to read in its entirety as set forth below:

“A. Authorized Capital Stock : The total number of shares of all classes of stock which the Corporation shall have authority to issue is fifty million (50,000,000) shares, consisting of: (i) twenty million (20,000,000) shares of common stock, par value one cent ($0.01) per share (the “ Common Stock ”), and (ii) thirty million (30,000,000) shares of preferred stock, par value one cent ($0.01) per share (the “ Preferred Stock ”).”

THIRD : This Certificate of Amendment shall become effective as of June 13, 2016 at 4:15 p.m.

FOURTH : This Certificate of Amendment was duly adopted in accordance with Section 242 of the DGCL. The Board of Directors duly adopted resolutions setting forth and declaring advisable this Certificate of Amendment and directed that the proposed amendment be considered by the stockholders of the Corporation. A meeting of stockholders was duly called upon notice in accordance with Section 222 of the DGCL and held on May 19, 2016, at which meeting the necessary number of shares were voted in favor of the proposed amendment. The stockholders of the Corporation duly adopted this Certificate of Amendment.

IN WITNESS WHEREOF , the Corporation has caused this Certificate of Amendment to be duly executed in its corporate name as of the 13th day of June, 2016.

BLUELINX HOLDINGS INC.

By: /s/ Shyam K. Reddy

Name: Shyam K. Reddy

Title: Senior Vice President, General Counsel, and Corporate Secretary

Exhibit 99.1

4300 Wildwood Parkway

Atlanta, GA 30339

1-888-502-BLUE

www.BlueLinxCo.com



BlueLinx Contact Information:
Susan O’Farrell, SVP, CFO & Treasurer		Natalie Poulos, Investor Relations
BlueLinx Holdings Inc.		BlueLinx Holdings Inc.
(770) 953-7000		(770) 953-7522
		investor.relations@bluelinxco.com

BLUELINX ANNOUNCES 1-FOR-10 REVERSE STOCK SPLIT

ATLANTA - June 13, 2016 - BlueLinx Holdings Inc. (NYSE:BXC) announced that its stockholders approved, at the annual stockholders’ meeting held on May 19, 2016, an amendment to the Company’s Certificate of Incorporation to effect a 1-for-10 reverse stock split of the Company’s common stock, including a reduction in the number of authorized shares of common stock. The reverse stock split, which the Company effected today, was approved by a vote of stockholders holding over 95% of the Company’s outstanding shares of common stock. BlueLinx’s trading symbol, BXC, will not change as a result of the reverse stock split; however, the Company’s common stock will begin trading under the new CUSIP number 09624H208.

Although the effective date is June 13, 2016, trading on a post-reverse stock split-adjusted basis on the New York Stock Exchange (NYSE) will begin as of the opening of trading on June 14, 2016. Upon the effectiveness of the reverse stock split, each ten (10) shares of the Company’s outstanding common stock, including shares reserved for issuance, will automatically be combined and converted into one issued and outstanding share of common stock. The par value will remain unaffected at $0.01 per share. The reverse stock split will affect all issued and outstanding shares of the Company’s common stock and will reduce the number of common shares currently issued and outstanding from approximately 90 million to approximately 9 million. In addition, the number of authorized shares of the Company’s common stock will decrease from 200 million to 20 million.

No fractional shares will be issued in connection with the reverse stock split. Stockholders who would otherwise hold a fractional share of the Company’s common stock will receive a cash payment in lieu of such fractional share based on the closing sales price of the common stock on the NYSE Market as of the effective date of the reverse stock split.

BlueLinx has chosen its transfer agent, Broadridge Corporate Issuer Solutions, Inc., to act as exchange agent for the reverse stock split. Stockholders holding their shares in book-entry form or through a bank, broker or other nominee do not need to take any action in connection with the reverse stock split, and will see the impact of the reverse stock split automatically reflected in their accounts following the effective date. Beneficial holders may contact their bank, broker or nominee for more information. Existing stockholders holding common stock certificates will receive a letter of transmittal from Broadridge with specific instructions regarding the exchange of shares. Broadridge can be reached at (855) 449-0975.

Additional information about the reverse stock split can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 18, 2016, a copy of which is available at www.sec.gov or at www.BlueLinxCo.com under the SEC Filings tab located on the Investors page.

About BlueLinx Holdings Inc.

BlueLinx Holdings Inc., operating through its wholly owned subsidiary BlueLinx Corporation, is a leading distributor of building products in North America. The Company is headquartered in Atlanta, Georgia and operates its distribution business through its national network of distribution centers. BlueLinx is traded on the New York Stock Exchange under the symbol BXC. Additional information about BlueLinx can be found on its website at www.BlueLinxCo.com.

Forward-looking Statements

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to our ability to return to profitability, and our guidance regarding anticipated financial results. All of these forward-looking statements are based on estimates and assumptions made by our management that, although believed by BlueLinx to be reasonable, are inherently uncertain. Forward-looking statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of BlueLinx’s control that may cause its business, strategy or actual results to differ materially from the forward-looking statements. These risks and uncertainties may include, among other things: changes in the prices, supply and/or demand for products that it distributes, general economic and business conditions in the United States; the activities of competitors; changes in significant operating expenses; changes in the availability of capital and interest rates; adverse weather patterns or conditions; acts of cyber intrusion; and other factors described in the “Risk Factors” section in the Company’s Annual Report on Form 10-K for the year ended January 2, 2016, its Quarterly Reports on Form 10-Q, and in its periodic reports filed with the Securities and Exchange Commission from time to time. Given these risks and uncertainties, you are cautioned not to place undue reliance on forward-looking statements. BlueLinx undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, and changes in expectation or otherwise, except as required by law.