As filed with the Securities and Exchange Commission on October 9, 1997
Registration No. 33-80952
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SECURITIES AND EXCHANGE COMMISION
Washington, DC 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BUILDING MATERIALS HOLDING CORPORATION
(successor to BMC West Corporation)
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 91-1834269
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
ONE MARKET PLAZA
STEUART TOWER #2650
SAN FRANCISCO, CALIFORNIA 94105
(Address of Principal Executive Offices) (Zip Code)
BMC WEST CORPORATION
1993 EMPLOYEE STOCK OPTION PLAN
1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full Title of the Plan)
ROBERT E. MELLOR
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ONE MARKET PLAZA
STEUART TOWER #2650
SAN FRANCISCO, CALIFORNIA 94105
(415) 227-1650
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
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COPY TO:
LAWRENCE CALOF, ESQ.
GIBSON, DUNN & CRUTCHER LLP
525 UNIVERSITY AVENUE, SUITE 220
PALO ALTO, CALIFORNIA 94301
(650) 463-7331
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On or about June 30, 1994, BMC West Corporation, a Delaware
corporation ("BMC West"), filed a registration statement on Form S-8
(Registration No. 33-80952) (the "Registration Statement") with respect to its
1993 Employee Stock Option Plan and 1993 Non-Employee Director Stock Option Plan
(together, the "Plans").
This post-effective amendment is being filed by Building Materials
Holding Corporation, a Delaware corporation (the "Registrant"), pursuant to Rule
414 promulgated under the Securities Act of 1933, as amended (the "Securities
Act"), as the successor issuer to BMC West, following a reorganization of BMC
West into a holding company organizational structure.
The holding company organizational structure was implemented, in
accordance with Section 251(g) of the Delaware General Corporation Law, by the
merger (the "Merger") of BMC West Merger Corporation, a Delaware corporation,
with and into BMC West, which was the surviving corporation. In the Merger,
which was consummated on September 23, 1997, each share of capital stock of BMC
West issued and outstanding or held in its treasury was converted into one share
of capital stock of the Registrant, and BMC West became a direct, wholly-owned
subsidiary of the Registrant. Also as part of the Merger, each outstanding
option to purchase shares of BMC West's common stock under the Plans was
automatically converted into an option to purchase, upon the same terms and
conditions, an identical number of shares of the Registrant's common stock.
In accordance with Rule 414 under the Securities Act, the Registrant,
as the successor issuer to BMC West, hereby expressly adopts the Registration
Statement and the Plans as its own for all purposes of the Securities Act and
the Securities Exchange Act of 1934, as amended.
The registration fees were paid at the time of the original filing of
this registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of San Francisco, state of California, on
this 9th day of October, 1997.
BUILDING MATERIALS HOLDING
CORPORATION
By: /s/ Robert E. Mellor
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Robert E. Mellor, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed below by the following
persons in the capacities indicated, on this 9th day of October, 1997.
Name and Signature Title
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/s/ Robert E. Mellor President, Chief Executive Officer (Principal
- -------------------------- Executive Officer) and
Robert E. Mellor Director
*/s/ Ellis C. Goebel Senior Vice President, Finance and Treasurer
- -------------------------- (Principal Financial Officer)
Ellis C. Goebel
/s/ Donald S. Hendrickson Executive Vice President, Chief Operating
- -------------------------- Officer and Director
Donald S. Hendrickson
*/s/ George E. McCown Director
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George E. McCown
*/s/ Alec F. Beck Director
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Alec F. Beck
*/s/ H. James Brown Director
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H. James Brown
*/s/ Wilbur J. Fix Director
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Wilbur J. Fix
*/s/ Robert V. Hansberger Director
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Robert V. Hansberger
*/s/ Guy O. Mabry Director
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Guy O. Mabry
*/s/ Peter S. O'Neill Director
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Peter S. O'Neill
* By: /s/ Donald S. Hendrickson
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Donald S. Hendrickson, attorney-in
fact