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) January 26, 2006
BLUELINX HOLDINGS INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 001-32383
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77-0627356 |
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| (Commission File Number)
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(I.R.S. Employer Identification No.) |
4300 WILDWOOD PARKWAY ATLANTA, GA 30339
(Address of Principal Executive Offices) (Zip Code)
(770) 953-7000
(Registrant’s Telephone Number, Including Area Code)
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)) |
Item 1.01 Entry into a Material Definitive Agreement
On January 26, 2006, BlueLinx Corporation (the “Operating Company”), a wholly-owned subsidiary of
BlueLinx Holdings Inc. (the “Registrant”), reached an agreement with Wachovia Bank, National
Association (“Wachovia”) and the other signatories thereto to amend the terms of its existing
revolving credit agreement (the “Agreement”). The Third Amendment to the Loan and Security
Agreement dated January 26, 2006, will, among other things, reduce the applicable prime rate margin
and Eurodollar rate margin used to calculate the Operating Company’s interest rate under the
Agreement, reduce unused line fees, provide more flexibility to the Operating Company for permitted
acquisitions under the Agreement and extend the final maturity date to May 7, 2011.
A copy of the Third Amendment to the Loan and Security Agreement is attached hereto as Exhibit
99.1.
Item 8.01 Other Events
Section 303A of the New York Stock Exchange (“NYSE”) Listed Company Manual requires NYSE-listed
companies to disclose in their annual proxy statements the non-management director who is chosen to
preside at all regularly-scheduled executive sessions of the non-management members of the board of
directors, or, alternatively, the procedure by which a presiding director is chosen for each
session. The Registrant inadvertently omitted this information from its annual proxy statement
dated April 11, 2005, and provides that information in this Current Report on Form 8-K. The
presiding director for each executive session is currently Jeffrey Fenton, the non-executive
Chairman of the Registrant’s Board of Directors.
Interested
parties who wish to send communications to Mr. Fenton, the
non-management directors as a group, or any of our directors individually may do so by writing to the
attention of the Company’s Corporate Secretary, Barbara V. Tinsley, BlueLinx Holdings Inc., 4300
Wildwood Parkway, Atlanta, Georgia 30339. The sender should indicate whether the letter is
intended for Mr. Fenton, individually, the non-management directors as a group, or any of our other directors. All
communications will be relayed to the appropriate recipient(s).