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EX-99.1 - EX-99.1 - BMC STOCK HOLDINGS, INC.d188017dex991.htm
EX-99.2 - EX-99.2 - BMC STOCK HOLDINGS, INC.d188017dex992.htm

 

 

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): May 16, 2016 (May 16, 2016)

 

 

BMC STOCK HOLDINGS, INC.

(Exact Name Of Registrant As Specified In Its Charter)

 

 

 

Delaware   1-36050   26-4687975

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

Two Lakeside Commons

980 Hammond Drive, NE, Suite 500

Atlanta, GA 30328

(Address Of Principal Executive Offices) (Zip Code)

(678) 222-1219

(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 anyof the following provisions:

 

¨ 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 7.01 Regulation FD Disclosure

On May 16, 2016, the executive management of BMC Stock Holdings, Inc. (the “Company”) will make a presentation regarding, among other things, the Company’s operations and performance. A copy of the materials to be used at the presentation (the “Presentation Materials”) is included as Exhibit 99.1 to this Current Report on Form 8-K (the “Current Report”) and is incorporated herein by reference. The Presentation Materials, possibly with modifications, will also be used from time to time after May 16, 2016 in presentations about the Company’s operations and performance to current and potential investors, lenders, creditors, insurers, vendors, customers, employees and others with an interest in the Company and its business.

The information contained in the Presentation Materials is summary information that should be considered in the context of the Company’s filings with the Securities and Exchange Commission (the “Commission”) and other public announcements that the Company may make by press release or otherwise from time to time. The Presentation Materials speak as of the date of this Current Report. While the Company may elect to update the Presentation Materials in the future or reflect events and circumstances occurring or existing after the date of this Current Report, the Company specifically disclaims any obligation to do so. The Presentation Materials will also be posted on the Company’s investor relations website at ir.bmcstock.com for approximately 90 days.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 7.01 shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

 

Item 8.01 Press Release

On May 16, 2016, the Company announced that affiliates of (i) The Gores Group, LLC, (ii) Davidson Kempner Capital Management LP and (iii) Robotti & Company Advisors, LLC intend to offer for sale in an underwritten secondary offering (the “Secondary Offering”) 5,700,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), pursuant to the automatically effective shelf registration statement filed with the Commission on May 16, 2016. The Company intends to grant the underwriters a 30-day option to purchase up to an additional 855,000 shares of Common Stock.

A copy of the press release issued by the Company, dated May 16, 2016, announcing the Secondary Offering is attached to this Current Report as Exhibit 99.2 and is incorporated by reference into this Item 8.01.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report includes “forward-looking” statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts or present facts or conditions. In many cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or the negative of these terms or other comparable terminology.


The forward-looking statements reflect our views about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause events or our actual activities or results to differ significantly from those expressed in any forward-looking statement. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, results, actions, levels of activity, performance or achievements. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements.

All such factors are difficult to predict and are beyond the Company’s control. All forward-looking statements attributable to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Item 9.01 Financial Statement and Exhibits

 

(d) Exhibits. The following exhibits are provided as part of this Form 8-K:

 

Exhibit

No.

  

Description

99.1    Presentation Materials, dated May 16, 2016.
99.2    Press release issued by BMC Stock Holdings, Inc. on May 16, 2016.


SIGNATURES

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 thereunto duly authorized.

 

    BMC STOCK HOLDINGS, INC.
Date: May 16, 2016     By:   /s/ James F. Major, Jr.
    Name:   James F. Major, Jr.
    Title:  

Executive Vice President, Chief Financial

Officer and Treasurer


EXHIBIT INDEX

 

Exhibit
No.

  

Description

99.1    Presentation Materials, dated May 16, 2016.
99.2    Press release issued by BMC Stock Holdings, Inc. on May 16, 2016.