0001301787 false 0001301787 2023-10-31 2023-10-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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, 2023

 

 

 

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)

 

(I.R.S. Employer

Identification No.)

 

1950 Spectrum Circle, Suite 300, Marietta, Georgia   30067
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code  (770) 953-7000            

 

_________________________________________________

(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):

 

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share BXC New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 

 

 

 

Item 8.01 Other Events.

 

On October 31, 2023, BlueLinx Holdings Inc. (the “Company”) announced that its Board of Directors approved a new stock repurchase program pursuant to which the Company may repurchase up to $100 million of its common stock (the “Repurchase Program”). Under the Repurchase Program, the Company may repurchase its common stock at any time or from time to time, without prior notice, subject to prevailing market conditions and other considerations. The Company’s repurchases may be made through a variety of methods, which may include open market purchases, privately negotiated transactions, accelerated share repurchase programs, tender offers or pursuant to a trading plan that may be adopted in accordance with the Securities and Exchange Commission Rule 10b5-1.

 

On October 31, 2023, the Company issued a press release to announce the Repurchase Program. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

The information included in this Item 8.01, as well as Exhibits 99.1, 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 9.01Financial Statements and Exhibits.

 

(d)       Exhibits:

 

The following exhibits are attached with this Current Report on Form 8-K:

 

Exhibit No.   Exhibit Description
     
99.1   Press Release dated October 31, 2023
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

  

SIGNATURE

 

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.
   
   
Dated: October 31, 2023 By: /s/ Andrew Wamser
    Senior Vice President and Chief Financial Officer

 

 

 

Exhibit 99.1

 

 

 

BlueLinx Announces New $100 Million Share Repurchase Authorization

 

ATLANTA, October 31, 2023 – BlueLinx Holdings Inc. (NYSE: BXC), a leading U.S. wholesale distributor of building products, announced today that its Board of Directors has approved a new share repurchase authorization under which the Company may repurchase $100 million of its outstanding shares of common stock in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The new authorization will be funded through a combination of cash on hand and cash flow from operations. The Company completed its prior $100 million share repurchase program in early fiscal October 2023. 

 

The Company’s decision to repurchase its shares, as well as the timing of such repurchases, will depend on a variety of factors, including the ongoing assessment of the Company’s capital needs, the market price of the Company’s common stock, general market conditions and other corporate considerations, as determined by management. The authorization does not obligate the Company to acquire any particular amount of its common stock and may be suspended or discontinued at any time.

 

For further information, please see the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2023.

 

ABOUT BLUELINX

 

BlueLinx (NYSE: BXC) is a leading U.S. wholesale distributor of residential and commercial building products with both branded and private-label SKUs across product categories such as lumber, panels, engineered wood, siding, millwork, and industrial products. With a strong market position, broad geographic coverage footprint servicing 50 states, and the strength of a locally focused sales force, we distribute a comprehensive range of products to our customers which include national home centers, pro dealers, cooperatives, specialty distributors, regional and local dealers and industrial manufacturers. BlueLinx provides a wide range of value-added services and solutions to our customers and suppliers, and we operate our business through a broad network of distribution centers. To learn more about BlueLinx, please visit www.bluelinxco.com.

 

CONTACT

 

Tom Morabito

Investor Relations Officer

(470) 394-0099

investor@bluelinxco.com

 

 

 

 

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