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): October 31, 2006
BLUELINX HOLDINGS INC.
(Exact name of registrant specified in its charter)
| |
|
|
|
|
| Delaware
|
|
001-32383
|
|
77-0627356 |
| |
(State or other
jurisdiction of
incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. 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 conditions:
¨ 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 2.02
Results of Operations and Financial Condition.
On November 1, 2006, BlueLinx Holdings Inc. (“BlueLinx”) issued a press release announcing its
financial results for the third fiscal quarter ended September 30, 2006. A copy of BlueLinx’
press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
On November 1, 2006, as previously announced, BlueLinx held a teleconference and audio webcast to
discuss its financial results for the third fiscal quarter ended September 30, 2006. The webcast
will be archived and can be accessed via BlueLinx’ website at
www.BlueLinxCo.com. Additionally,
BlueLinx has posted slides at its website, on the investor relations page, which were referenced
during the audio webcast. These slides are furnished as Exhibit 99.2 hereto. All information on
the slides and in the webcast is presented as of November 1, 2006, and BlueLinx does not assume any
obligation to update such information in the future.
To supplement GAAP financial statements in the press release and webcast slides, BlueLinx uses
non-GAAP, or pro forma measures of operating results. This non-GAAP, or pro forma financial
information is provided as additional information for investors and is not in accordance with or an
alternative to GAAP. These adjusted results exclude certain costs, expenses, gains and losses, and
we believe their exclusion can enhance an overall understanding of the Company’s past financial
performance and also the Company’s prospects for the future. These adjustments to our GAAP results
are made with the intent of providing both management and investors a more complete understanding
of the operating performance of the Company as opposed to GAAP results, which may include
non-recurring, infrequent or other non-cash charges that are not material to the ongoing
performance of the Company’s business. Company management uses these non-GAAP and pro forma
results as a basis for planning and forecasting core business activity in future periods. The
presentation of this additional information is not meant to be considered in isolation or as a
substitute for net earnings, diluted earnings per share or net cash provided by (used in) operating
activities prepared in accordance with generally accepted accounting principles in the United
States.
The
information included in this Item 2.02, as well as Exhibits 99.1 and 99.2, shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
On October 31, 2006, David J. Morris announced his decision to resign from his position as the
Company’s Chief Financial Officer and Treasurer on or about December 31, 2006. Mr. Morris will
continue to serve as the Company’s Chief Financial Officer until his departure. A copy of the
press release issued by the Company in connection with this announcement is attached hereto as
Exhibit 99.3.