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): February 11, 2008
BLUELINX HOLDINGS
INC.
(Exact name of registrant as
specified in its charter)
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| Delaware |
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001-32383 |
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77-0627356 |
| (State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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4300 Wildwood Parkway,
Atlanta, Georgia
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30339 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number,
including area code: (770) 953-7000
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Not
applicable
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| (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 5.02 |
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Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangement of Certain
Officers. |
On February 11, 2008, BlueLinx Corporation (“BlueLinx”), the wholly owned subsidiary of BlueLinx
Holdings Inc. (the “Company”), entered into an employment agreement effective February 18, 2008
with Doug Goforth (the “Agreement”) to serve as the Company’s Senior Vice President, Chief
Financial Officer and Treasurer. Mr. Goforth succeeds Lynn A. Wentworth, who resigned from her
position as Chief Financial Officer and Treasurer of the Company effective February 15, 2008.
Mr. Goforth, 44, has twenty years of combined accounting, finance, treasury, acquisition and
management experience with leading distribution and manufacturing companies including Mitsubishi
Wireless Communications, Inc., Yamaha Motor Manufacturing, Inc. and Ingersoll-Rand. Most recently,
Mr. Goforth was vice president and corporate controller, as well as a member of the senior
management team, of Armor Holdings Inc. from November 2006 until the company was acquired by BAE
Systems, Inc. in August 2007. Mr. Goforth remained with BAE Systems until February 2008 to assist
in the integration of the acquisition. Prior to Armor Holdings, Mr. Goforth served as BlueLinx
Corporation’s corporate controller from May 2004 until November 2006. Prior to that, he served as
a controller with the building products distribution division of Georgia-Pacific Corporation from
2002 until the division was acquired by BlueLinx in May 2004. Mr. Goforth earned a Bachelor of
Science in Accounting from Mars Hill College, in Mars Hill, North Carolina. He is also a certified
public accountant.
Mr. Goforth’s Agreement with BlueLinx is effective February 18, 2008. The Agreement expires on
February 18, 2011, except that it will be renewed automatically for an additional one-year period
unless thirty days prior written notice is given by either party in advance of any one-year period.
Mr. Goforth’s annual base salary shall be paid at the rate of $325,000 per year prorated for the
portion of a year during which he is employed by the Agreement. Mr. Goforth shall also be eligible
to receive an annual bonus pursuant to the terms of the Company’s annual bonus plan, with the
annual bonus potential to be a target of 60% of his base salary up to a maximum of 120% of base
salary, based upon satisfaction of performance goals and bonus criteria to be defined and approved
by the Compensation Committee of the Company’s Board in advance for each fiscal year in accordance
with the terms of the applicable bonus plan. In addition, the Agreement provides that Mr. Goforth
is eligible to participate in all benefit programs for which senior executives are generally
eligible.
Mr. Goforth will also receive 60,000 restricted shares of the Company’s common stock on February
18, 2008. The shares will be issued pursuant to the Company’s standard restricted stock award
agreement form under the terms of the Company’s 2004 Long-Term Equity Incentive Plan. The shares
shall vest in three years. Mr. Goforth will also participate in the Company’s long term incentive
plan and shall receive 40,000 shares of restricted stock and 42,000 performance shares pursuant to
the Company’s standard award agreements under the 2006 Long-Term Incentive Plan. Mr. Goforth would
have been issued these awards with the other Company executives on January 8, 2008 if he had been
employed at the time. The forms of the agreements pursuant to which the stock awards will be
granted are filed as an exhibit to Mr. Goforth’s Agreement.
Under his Agreement, the Company may terminate Mr. Goforth’s employment for cause or without cause.
If Mr. Goforth’s employment is terminated without cause or he resigns for good reason, the
Agreement provides Mr. Goforth with, among other things, payment equal to one time his annual base
salary in effect immediately prior to the date of termination, plus one time the annual target
bonus amount for Mr. Goforth for the fiscal year prior to the year of the termination of his
employment, payable in twelve equal monthly installments commencing six months after the date of
termination.
The Agreement also contains confidentiality provisions, as well as a covenant not to compete during
the employment term and continuing for a period of eighteen months following his date of
termination. The foregoing description is qualified in its entirety by reference to the Agreement,
which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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| Exhibit |
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Description |
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10.1
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Employment Agreement between BlueLinx Corporation and Doug Goforth, dated February 11, 2008,
effective February 18, 2008 |