BlueLinx Holdings Inc.

Regulatory Filings • Aug 1, 2011

8-K 1 c20695e8vk.htm FORM 8-K e8vk PAGEBREAK

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): July 28, 2011

BLUELINX HOLDINGS INC. (Exact name of registrant as specified in its charter)

Delaware	001-32383	77-0627356
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 3.02 Unregistered Sales of Equity Securities

On July 28, 2011, BlueLinx Holdings Inc. (“BlueLinx”) sold an aggregate of 17,660,077 shares of its common stock to Cerberus ABP Investor LLC and affiliates of Stadium Capital Management, LLC at a subscription price of $2.10 per share upon exercise of subscription rights issued pro rata to holders of BlueLinx’s common stock in connection with its previously announced rights offering. The sale of such shares was made in reliance on the exemption from registration of Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). There were no underwriting discounts or commissions paid in connection with such sales.

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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/ Sara E. Epstein Sara E. Epstein Secretary

Dated: August 1, 2011