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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):
December 11, 2007
Builders FirstSource, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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0-51357
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52-2084569 |
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(Commission File Number)
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(IRS Employer Identification No.) |
2001 Bryan Street, Suite 1600, Dallas, Texas 75201
(Address of Principal Executive Offices, Including Zip Code)
(214) 880-3500
(Registrants 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:
o Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02(e) Compensatory Arrangements of Certain Officers
As previously reported in Item 5. of Form 10-Q filed November 1, 2007, Kevin P. OMeara, President
and Chief Operating Officer, resigned his position with Builders FirstSource, Inc. (the Company).
On December 11, 2007, the Company entered into an Employee Separation Agreement (the Separation
Agreement) with Kevin P. OMeara with an effective
separation date of
October 29, 2007.
Under the Separation Agreement, Mr. OMeara is entitled to receive payments in the sum of $810,000
which is equal to two years of his base salary. This sum will be paid in installments over a two
year period. Mr. OMeara will also be entitled to receive $500,203.09, the average of his bonuses
for the last two years, in June 2008.
Additionally, the Company and Mr. OMeara have entered into a Consulting Agreement (the Consulting
Agreement) for a period of two years commencing on the execution of the Separation Agreement. Mr.
OMeara will receive 89,334 shares of restricted stock as compensation for consulting services.
All of the restricted shares will vest at the end of the two-year period.
Pursuant to the terms of the Separation Agreement and the Consulting Agreement, Mr. OMeara is
entitled to participate in the Companys health plans for a period of two years. The Separation
Agreement and the Consulting Agreement include two-year non-competition, and customer and employee
non-solicitation provisions.
The Companys obligations under the Employment Agreement dated as of January 25, 2004 between the
Company and Mr. OMeara are superseded by the Separation Agreement.
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.
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BUILDERS FIRSTSOURCE, INC.
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By: |
/s/ Donald F. McAleenan
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Name: |
Donald F. McAleenan |
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Title: |
Senior Vice President,
General Counsel and Secretary |
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Dated: December 13, 2007
EXHIBIT INDEX
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Exhibit No. |
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Description |
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10.1 |
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Employment Separation Agreement between Kevin P. OMeara and Builders FirstSource, Inc. |
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10.2 |
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Consulting Agreement between Kevin P. OMeara and Builders FirstSource, Inc. |