-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cbft5ks+Ec+X/pQXUR9dDZw0drhFh2PnYjF03TFre/wGeg3WcUV6iVpHBmfWFRch JLlN1lhAhSQh5VRjyy28/A== 0001104659-08-031555.txt : 20080509 0001104659-08-031555.hdr.sgml : 20080509 20080509084057 ACCESSION NUMBER: 0001104659-08-031555 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080509 DATE AS OF CHANGE: 20080509 EFFECTIVENESS DATE: 20080509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BEACON ROOFING SUPPLY INC CENTRAL INDEX KEY: 0001124941 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-LUMBER & OTHER CONSTRUCTION MATERIALS [5030] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150773 FILM NUMBER: 08816109 BUSINESS ADDRESS: STREET 1: ONE LAKELAND PARK DRIVE CITY: PEABODY STATE: MA ZIP: 01960 BUSINESS PHONE: 978-535-7668 MAIL ADDRESS: STREET 1: ONE LAKELAND PARK DRIVE CITY: PEABODY STATE: MA ZIP: 01960 S-8 1 a08-13126_1s8.htm S-8

 

As filed with the Securities and Exchange Commission on May 9, 2008

 

Registration No. 333-

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM S-8

 

Registration Statement
under
The Securities Act of 1933

 


 

Beacon Roofing Supply, Inc.

(Exact name of Company as specified in its charter)

 

Delaware
(State or other jurisdiction of
incorporation or organization)

 

36-4173371
(I.R.S. Employer
Identification No.)

 

1 Lakeland Park Drive

Peabody, MA 01960

(Address of principal executive offices, including zip code)

 

BEACON ROOFING SUPPLY, INC. 2004 STOCK PLAN
(As Amended and Restated Effective October 22, 2007)
(Full title of the plans)

 

Robert R. Buck
Chief Executive Officer
Beacon Roofing Supply, Inc.
1 Lakeland Park Drive
Peabody, MA 01960
(Name and address of agent for service)

 

(877) 645-7663
(Telephone number, including area code, of agent for service)

 

With a copy to:

 

Ross D. Cooper
Senior Vice President, General Counsel &Secretary
Beacon Roofing Supply, Inc.
1 Lakeland Park Drive
Peabody, MA  01960
(301) 272-2123


 

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered

 

Amount
to be
registered

 

Proposed
maximum
offering
price
per share

 

Proposed
maximum
aggregate
offering price

 

Amount of
registration fee

 

Common Stock, par value $.01 per share

 

1,750,000

 

$11.04(1)

 

$19,320,000(1)

 

$760(1)(2)

 

 

(1)

 

Calculated pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933 on the basis of the high and low sales prices of the Common Stock reported on the Nasdaq Global Select Market on May 7, 2008, solely for the purpose of calculating the amount of the registration fee.

(2)

 

Pursuant to Rule 416 of the Securities Act of 1933, this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Beacon Roofing Supply, Inc. 2004 Stock Plan pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Common Stock.

 

 



 

REGISTRATION OF ADDITIONAL SECURITIES – STATEMENT PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8

 

The contents of Registration Statement on Form S-8 (File No. 333-119747) filed by the Registrant with the Securities and Exchange Commission on October 14, 2004 registering Common Stock issuable under the Plan is hereby incorporated by reference.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.    Exhibits.

 

The exhibits filed herewith or incorporated by reference herein are set forth in the Exhibit Index filed as part of this registration statement.

 

2



 

SIGNATURES

 

The Registrant.  Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Peabody, Commonwealth of Massachusetts, on the 8th day of May, 2008.

 

 

BEACON ROOFING SUPPLY, INC.

 

(Registrant)

 

 

 

 

 

 

 

By:

/s/ David R. Grace

 

 

David R. Grace

 

 

Senior Vice President, Chief Financial

 

 

Officer

 

 

Each person whose signature appears below appoints Robert R. Buck, David R. Grace and Ross D. Cooper, or any of them, as such person’s true and lawful attorneys to execute in the name of each such person, and to file, any post-effective amendments to this Registration Statement that any of such attorneys shall deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission with respect thereto, in connection with this Registration Statement, which amendments may make such changes in such Registration Statement as any of the above-named attorneys deems appropriate, and to comply with the undertakings of the Company made in connection with this Registration Statement; and each of the undersigned hereby ratifies all that any of said attorneys shall do or cause to be done by virtue thereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

SIGNATURE

 

TITLE

 

DATE

 

 

 

 

 

 

 

 

 

 

/s/ Robert R. Buck

 

Chairman of the Board, Chief

 

May 8, 2008

Robert R. Buck

 

Executive Officer (Principal

 

 

 

 

Executive Officer) and Director

 

 

 

 

 

 

 

 

 

 

 

 

/s/ David R. Grace

 

Senior Vice President, Chief

 

May 8, 2008

David R. Grace

 

Financial Officer (Principal

 

 

 

 

Accounting Officer and Principal

 

 

 

 

Financial Officer)

 

 

 

3



 

SIGNATURE

 

TITLE

 

DATE

 

 

 

 

 

 

 

 

 

 

/s/ H. Arthur Bellows, Jr.

 

Director

 

May 8, 2008

H. Arthur Bellows, Jr.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ James J. Gaffney

 

Director

 

May 8, 2008

James J. Gaffney

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Peter M. Gotsch

 

Director

 

May 8, 2008

Peter M. Gotsch

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Andrew R. Logie

 

Director

 

May 8, 2008

Andrew R. Logie

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Stuart A. Randle

 

Director

 

May 8, 2008

Stuart A. Randle

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Wilson B. Sexton

 

Director

 

May 8, 2008

Wilson B. Sexton

 

 

 

 

 

4



 

INDEX TO EXHIBITS

 

Exhibit
Number

 

Exhibit

 

 

 

3.1

 

Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s annual report on Form 10-K for the year ended September 25, 2004).

 

 

 

3.2

 

Amended and Restated By-Laws of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant’s annual report on Form 10-K for the year ended September 30, 2007).

 

 

 

5

 

Opinion of Ross D. Cooper

 

 

 

23.1

 

Consent of Ernst & Young LLP.

 

 

 

23.2

 

Consent of Ross D. Cooper (contained in the Opinion filed as Exhibit 5).

 

 

 

24

 

Power of Attorney (set forth on the signature page).

 

5


 

EX-5 2 a08-13126_1ex5.htm EX-5

EXHIBIT 5

 

May 8, 2008

 

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, N.W.

Washington, D.C.  20549

 

 

Re:

Beacon Roofing Supply, Inc. – Registration of

 

 

 

 

Common Stock, Par Value $.01 Per Share, on Form S-8

 

 

 

Ladies and Gentlemen:

 

I am the Senior Vice President, General Counsel & Secretary of Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”).  I am rendering this opinion in connection with the Company’s filing of a Registration Statement on Form S-8 (the “Registration Statement”) covering 1,750,000 shares of the Company’s common stock, par value $.01 per share (the “Common Stock”), issuable under the Beacon Roofing Supply, Inc. 2004 Stock Plan (As Amended and Restated Effective October 22, 2007) (the “Plan”).

 

In that connection, I have examined such documents and have made such factual and legal investigations as I have deemed necessary or appropriate for the purpose of this opinion.

 

Based upon the foregoing, it is my opinion that those shares of Common Stock covered by the Registration Statement that are issued in accordance with the terms of the Plan will be legally issued, fully paid and non-assessable.

 

The foregoing opinion is limited to the General Corporation Law of the State of Delaware, which includes those statutory provisions and all applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such laws, and I express no opinions with respect to the laws of any other jurisdiction.  The opinion expressed in this opinion letter is as of the date of this opinion letter only and as to laws covered hereby only as they are in effect on that date, and I assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may come to my attention after that date or any changes in law that may occur or become effective after that date.

 

I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement.

 

 

 

 

 

 

 

Very truly yours,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Ross D. Cooper

 

 

 

 

 

 

Ross D. Cooper

 


EX-23.1 3 a08-13126_1ex23d1.htm EX-23.1

EXHIBIT 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Beacon Roofing Supply, Inc. 2004 Stock Plan, of our reports dated November 27, 2007, with respect to the consolidated financial statements of Beacon Roofing Supply, Inc. and the effectiveness of internal control over financial reporting of Beacon Roofing Supply, Inc. included in its Annual Report (Form 10-K) for the year ended September 30, 2007, filed with the Securities and Exchange Commission.

 

 

/s/ ERNST & YOUNG LLP

 

 

 

 

Boston, Massachusetts

 

May 7, 2008

 

 


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