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): June 27, 2005
Builders FirstSource, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-51357 52-2084569
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(Commission File Number) (IRS Employer Identification No.)
2001 Bryan Street, Suite 1600, Dallas, Texas 75201
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(Address of Principal Executive Offices, Including Zip Code)
(214) 880-3500
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(Registrant's Telephone Number, Including Area Code)
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:
[ ] 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 1.01. Entry into a Material Definitive Agreement.
On June 27, 2005, Builders FirstSource, Inc. (the "Company") entered
into a restricted stock award agreement with Mr. Robert C. Griffin (the
"Restricted Stock Award Agreement"), in connection with Mr. Griffin's service
to the Company as a member of the Company's Board of Directors. Pursuant to the
terms of the Restricted Stock Award Agreement and subject to the terms and
provisions of the Company's 2005 Equity Incentive Plan, Mr. Griffin received a
grant of 3,750 shares of restricted common stock.
The Restricted Stock Award Agreement, a form of which is attached
hereto as Exhibit 10 (the "Form Restricted Stock Award Agreement") provides
that no shares of restricted stock may be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of prior to the lapse of certain
restrictions set forth below. Additionally, if a director ceases to serve as a
director for any reason during the course of such director's term, such
director's rights to any shares of unvested restricted stock are forfeited as
of such date.
The Form Restricted Stock Award Agreement provides that one-third of
the shares (rounded to the nearest whole share) of restricted stock vest and
become nonforfeitable on each of the first, second, and third anniversaries of
the Grant Date, subject to the director's remaining in the continuous service
as a director during such period. In addition, all of the shares of restricted
stock immediately vest and become nonforfeitable in the event of a Change in
Control of the Company (as defined in the Company's 2005 Equity Incentive
Plan).
Upon the grant of restricted stock, directors have all of the rights
of a stockholder with respect to the shares of such restricted stock, including
the right to vote such shares and receive any dividends that may be paid
thereon.
The foregoing description of the Restricted Stock Award Agreement is
qualified in its entirety by reference to the Restricted Stock Award Agreement,
a form of which is attached hereto as Exhibit 10 and incorporated herein by
reference.
ITEM 9.01. Financial Statements and Exhibits.
(c) Exhibits.
See Exhibit Index.
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 hereunto duly authorized.
BUILDERS FIRSTSOURCE, INC.
By: /s/ Donald F. McAleenan
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Name: Donald F. McAleenan
Title: Senior Vice President,
General Counsel and Secretary
Dated: June 30, 2005
EXHIBIT INDEX
Exhibit No. Description
10 Form of Restricted Stock Award Agreement.