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): August 10, 2016 (August 10, 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)) |
On August 10, 2016, the Company announced that affiliates of The Gores Group, LLC and Davidson Kempner Capital Management LP intend to offer for sale in an underwritten secondary offering (the “Secondary Offering”) 2,400,000 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 U.S. Securities and Exchange Commission on May 16, 2016. No shares of Common Stock are being sold by the Company.
A copy of the press release issued by the Company, dated August 10, 2016, announcing the Secondary Offering is attached to this Current Report as Exhibit 99.1 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 | | Press release issued by BMC Stock Holdings, Inc. on August 10, 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. |
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| Date: August 10, 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 | | Press release issued by BMC Stock Holdings, Inc. on August 10, 2016. |
