As filed with the Securities and Exchange Commission on June 14, 2005.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BUILDERS FIRSTSOURCE, INC.
------------------------------ ---------------------------
(Exact name of registrant as specified in its charter)
Delaware 52-2084569
- -------------------------------------------- ---------------------------
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
2001 Bryan Street, Suite 1600
Dallas, Texas 75201
- ------------------------------------------- -----------------------
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. [ ] check the following box. [X]
Securities Act registration statement file number to which this form relates:
333-122788
- ---------------
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act: None
----
TITLES OF EACH CLASS NAME OF EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
------------------------ ------------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
common stock, par value $0.01 per share
------------------------------------------------------------------------
(TITLE OF CLASS )
Item 1. Description of Registrant's Securities to Be Registered.
Information with respect to the common stock, par value $.01 per
share, of the Registrant is incorporated herein by reference from the section
captioned "Description of Capital Stock" in the Registrant's prospectus
included in the Registration Statement on Form S-1 (Registration No.
333-122788), as amended (the "Registration Statement"), filed under the
Securities Act of 1933, as amended, with the Securities and Exchange
Commission (the "Commission"). The Registration Statement was originally filed
with the Commission on February 14, 2005 and amended by Amendments No. 1 and
No. 2 (filed on April 27, 2005), Amendment No. 3 (filed on May 26, 2005), and
Amendment No. 4 (filed on June 6, 2005), and may hereafter be amended. Any
form of prospectus that constitutes part of the Registration Statement and is
filed by the Registrant pursuant to Rule 424(b) under the Securities Act of
1933, as amended, shall be deemed incorporated herein by reference.
Item 2. Exhibits.
1. Form of Amended and Restated Certificate of Incorporation of Builders
FirstSource, Inc. (incorporated by reference from Exhibit 3.1 to the
Registration Statement on Form S-1, File No. 333-122788).
2. Form of Amended and Restated Bylaws of Builders FirstSource, Inc.
(incorporated by reference from Exhibit 3.2 to the Registration
Statement on Form S-1, File No. 333-122788).
3. Form of Second Amended and Restated Stockholders Agreement among JLL
Building Products, LLC, Builders FirstSource, Inc., Floyd F. Sherman,
Charles L. Horn, Kevin P. O'Meara, and Donald F. McAleenan
(incorporated by reference from Exhibit 4.4 to the Registration
Statement on Form S-1, File No. 333-122788).
4. Stockholders Agreement, dated as of June 11, 1999, among Stonegate
Resources Holdings, LLC, BSL Holdings, Inc., Holmes Lumber Company,
and Lockwood Holmes (incorporated by reference from Exhibit 4.5 to
the Registration Statement on Form S-1, File No. 333-122788).
5. Stock Purchase Agreement, dated as of March 3, 2000, among Stonegate
Resources Holdings, LLC, Builders FirstSource, Inc., and William A.
Schwartz (incorporated by reference from Exhibit 4.6 to the
Registration Statement on Form S-1, File No. 333-122788).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
BUILDERS FIRSTSOURCE, INC.
Dated: June 14, 2005 By: /s/ Donald F. McAleenan
------------------------------------
Name: Donald F. McAleenan
Title: Senior Vice President