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 29, 2008
BLUELINX HOLDINGS INC.
(Exact name of registrant specified in its charter)
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| Delaware
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001-32383
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77-0627356 |
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(State or other
jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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| 4300 Wildwood Parkway, Atlanta, Georgia
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30339 |
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| (Address of principal executive offices)
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(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):
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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))
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TABLE OF CONTENTS
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On October 30, 2008, BlueLinx Holdings Inc. (the “Company”), announced that its board of
directors has appointed George R. Judd, to serve as the Company’s chief executive officer and
president, effective November 1, 2008. Mr. Judd succeeds Howard S. Cohen, who has served as
interim chief executive officer since March 2008. Under the terms of Mr. Cohen’s employment
agreement with the Company, his tenure as interim chief executive officer expires with the
retention of a permanent replacement and his employment agreement is terminated. Mr. Cohen will
continue to serve in his capacity as executive chairman of the Company’s board of directors. In
connection with his appointment as chief executive officer, Mr. Judd was also selected to serve as
a member of the Company’s board of directors effective October 29, 2008. The press release
announcing Mr. Judd’s appointment as chief executive officer is attached hereto as Exhibit 99.1.
Mr. Judd, 47, has served as our president and chief operating officer since our formation in
May 2004. Prior to that time, he worked for Georgia-Pacific Corporation in a variety of positions
managing both inside and outside sales and national accounts, including vice president of sales and
eastern operations since 2002. From 2000 until 2002, Mr. Judd served as vice president of the
north and midwest regions of the Distribution Division of Georgia-Pacific Corporation, and as vice
president of the southeast region from 1999 to 2000. Mr. Judd serves on the board of the Building
Products Institute in Washington, D.C., and he is past chair of the National Lumber & Building
Material Dealers Association. He also serves on the board of the Girl Scouts of Georgia. He
currently is chair of the Design and Construction Committee building the new Girl Scouts
headquarters, and serves on the “Coming Home” capital campaign committee. He graduated from
Western Connecticut State University in 1984 with a Bachelor’s degree in Marketing.
We entered into an employment agreement with Mr. Judd, a copy of which is attached hereto as
Exhibit 10.1, effective November 1, 2008 (the “Employment Agreement”). The Employment Agreement
expires on November 1, 2010, except that it will be renewed automatically for an additional
one-year period unless ninety days prior written notice is given by either party in advance of any
one-year period. The Employment Agreement provides that, in his new capacity, Mr. Judd will
receive a base salary at the rate of $600,000 per year. Mr. Judd shall also be eligible to receive
an annual bonus pursuant to the terms of our annual bonus plan, with the annual bonus potential to
be a target of 100% of his base salary up to a maximum of 200% of base salary, based upon
satisfaction of performance goals and bonus criteria to be defined and approved by the Compensation
Committee in advance for each fiscal year in accordance with the terms of the applicable bonus
plan. In addition, the Employment Agreement provides that Mr. Judd is eligible to participate in
all benefit programs for which senior executives are generally eligible.
Under his Employment Agreement, the Company may terminate Mr. Judd’s employment for cause or
without cause. If Mr. Judd’s employment is terminated without cause or he resigns for good reason,
the Employment Agreement provides Mr. Judd 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 cash bonus amount received by Mr. Judd 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 Employment 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 in the event executive is terminated without cause, he voluntarily resigns or
resigns for good reason, or the employment period ends. The Employment Agreement supercedes and
preempts Mr. Judd’s Severance Agreement with the Company dated May 7, 2004.
The foregoing description is qualified in its entirety by reference to the Employment
Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
In connection with Mr. Cohen’s continuing role as executive chairman and upon recommendation
of the Compensation Committee, the Board has approved Mr. Cohen’s annual base salary remain at
$750,000. Mr. Cohen will no longer be eligible to participate in the Company’s bonus plans. The
annual compensation is being provided to Mr. Cohen in lieu of the compensation arrangements
applicable to non-employee directors and takes into consideration the additional time and
commitment attendant to the duties of the position of executive chairman.
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| Item 9.01 |
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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 George R. Judd, dated October 29, 2008, effective November 1, 2008. |
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99.1
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Press Release dated
October 30, 2008, announcing appointment of George R. Judd as Chief Executive Officer. |