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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): October 18, 2006
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. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
(b) On and effective as of October 18, 2006, the Board of Directors of Builders FirstSource, Inc.
(the Company) named Kevin P. OMeara as the Companys President in addition to his role as Chief
Operating Officer. Mr. OMeara succeeds Floyd F. Sherman as the Companys President. Mr. Sherman
will continue to serve as the Chief Executive Officer of the Company and as a member of the Board
of Directors of the Company.
(c) As described in (b) above, Kevin P. OMeara has been promoted to the position of President and
Chief Operating Officer of the Company on and effective as of October 18, 2006. Mr. OMeara, age
41, is a co-founder of the Company. At the inception of the Company, he served as the Chief
Financial Officer. Mr. OMeara was promoted to Chief Operating Officer in May 2000. Prior to
co-founding the Company, Mr. OMeara served as Vice President, Strategic Planning and Business
Development at Fibreboard Corporation. He worked three years in the Dallas office of Bain &
Company, a strategic management consulting firm. He also worked six years at two private investment
firms. Mr. OMeara is a C.P.A. and has a B.A. (economics) and a B.B.A. (accounting) from Southern
Methodist University and an M.B.A. from Harvard Business School.
Mr. OMeara has an existing employment agreement with the Company and will continue to receive the
same annual salary, management incentive plan, and company sponsored employee benefit plans and
programs as previously disclosed in the Companys annual proxy statement, filed with the Securities
and Exchange Commission (the Commission) on April 7, 2006. A complete copy of the employment
agreement was previously filed with the Commission as Exhibit 10.1 to the Companys Report on Form
10-Q for the quarter ended September 30, 2005, and a summary of its terms was disclosed in the
Companys annual proxy statement, filed with the Commission on April 7, 2006. The information
disclosed in both filings regarding Mr. OMearas employment arrangements is hereby incorporated by
reference into this filing.
ITEM 7.01. Regulation FD Disclosure.
On
October 20, 2006, the Company issued the news release attached hereto as Exhibit 99.1 announcing
leadership changes at the Company.
Attached hereto as Exhibit 99.2 is a document containing scripted Questions and Answers that the
Company intends to use when discussing these leadership changes with representatives of the
financial community and the media.
ITEM 9.01. Financial Statements and Exhibits.
(c) Exhibits.
See Exhibit Index.
All of the information furnished in Items 7.01 and 9.01 of this report and the accompanying
exhibits shall not be deemed to be filed for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, and shall not be incorporated by reference in any filing under
the Securities Act of 1933, as amended.
Cautionary Notice
Statements in this report which are not purely historical facts or which necessarily depend upon
future events including statements about the anticipated effects of the described changes
in personnel on the Companys business, may be forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. Readers are cautioned not to place
undue reliance on forward-looking statements. All forward-looking statements are based upon
information available to Builders FirstSource, Inc. on the date this report was submitted. Builders
FirstSource, Inc. undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise. Any forward-looking
statements involve risks and uncertainties that could cause actual events or results to differ
materially from the events or results described in the forward-looking statements, including risks
or uncertainties related to the Companys revenues and operating results being highly dependent on,
among other things, the homebuilding industry, lumber prices and the economy. Builders
FirstSource, Inc. may not succeed in addressing these and other risks. Further information
regarding factors that could affect our financial and other results can be found in the risk
factors section of Builders FirstSource, Inc.s most recent filing on Form 10-K with the Securities
and Exchange Commission. Consequently, all forward-looking statements in this report are qualified
by the factors, risks and uncertainties contained therein.
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:
October 20, 2006
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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News release reporting leadership changes at Builders FirstSource, Inc., issued by Builders
FirstSource, Inc., on October 20, 2006. |
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99.2 |
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Scripted
Questions and Answers (Q&A) dated October 20, 2006, to be used by
Builders FirstSource, Inc. when discussing these leadership changes with representatives of
the financial community. |