8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): April 28, 2020 (April 22, 2020)

BlueLinx Holdings Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-32383	77-062735
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
1950 Spectrum Circle, Marietta, Georgia		30067
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code(770) 953-7000

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

o Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BXC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 22, 2020, BlueLinx Holdings Inc. (the “Company”) received written notice from the New York Stock Exchange (the “NYSE”) that it is not in compliance with the continued listing standards set forth in Section 802.01B of the NYSE Listed Company Manual because its average global market capitalization over a consecutive 30 trading-day period and last reported stockholders’ equity were both below $50 million. Prior to the significant stock market decline triggered by the COVID-19 pandemic, the Company’s market capitalization was above $50 million.

On April 28, 2020, the Company submitted a plan to the NYSE to advise the NYSE of definitive action the Company is taking to regain conformity with the continued listing standards within 18 months of receipt of the NYSE notice. The NYSE will have 45 days after receipt of the plan to review and determine whether the Company has made a reasonable demonstration of its ability to return to conformity with the relevant standards within the 18-month cure period. The NYSE will either accept the plan, at which time the Company would be subject to ongoing monitoring for compliance with the plan, or the NYSE will not accept the plan and the Company would be subject to suspension and delisting procedures. If the plan is accepted, during the 18-month monitoring period, the Company’s shares will continue to be listed and traded on the NYSE, subject to the Company’s continued compliance with the plan and other NYSE continued listing standards. In addition, in the event that the Company’s common stock trades at levels viewed to be “abnormally low” by the NYSE, the NYSE can take accelerated delisting action with respect to the Company’s common stock. The Company can provide no assurances that it will be able to satisfy any of the steps outlined above and maintain a listing of its shares.

The NYSE notice has no immediate impact on the listing of the Company’s common stock, which will continue to trade on the NYSE, subject to the Company’s compliance with the other NYSE listing standards. The Company will continue to file periodic and other reports with the Securities and Exchange Commission under applicable federal securities laws.

Item 7.01Regulation FD Disclosure.

On April 28, 2020, the Company issued a press release announcing the matters described in Item 3.01 of this Current Report. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

The information included in this Item 7.01, as well as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01Financial Statements and Exhibits.

(d)    Exhibits:

The following exhibits are attached with this Current Report on Form 8-K:

Exhibit No. Exhibit Description

99.1 Press Release of BlueLinx Holdings Inc., dated April 28, 2020.

SIGNATURE

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.

BlueLinx Holdings Inc.

Dated: April 28, 2020                    By: /s/ Justin B. Heineman

Justin B. Heineman

Vice President, General Counsel & Corporate Secretary

EX-99.1

Exhibit 99.1

1950 Spectrum Circle, Suite 300

Marietta, GA 30067

1-888-502-BLUE

www.BlueLinxCo.com

FOR IMMEDIATE RELEASE

BlueLinx NYSE Listing Standards Announcement

MARIETTA, GA, Apr. 28, 2020 (GLOBE NEWSWIRE) -- BlueLinx Holdings Inc. (NYSE: BXC), a leading distributor of building and industrial products in the United States, today announced that it received written notice from the New York Stock Exchange (NYSE) that the Company is not in compliance with the continued listing standards set forth in Section 802.01B of the NYSE Listed Company Manual because its average market capitalization has been less than $50 million over a consecutive 30 trading-day period and its last reported stockholders' equity was below $50 million. Prior to the significant stock market decline triggered by the COVID-19 pandemic, the Company’s market capitalization was above $50 million.

The Company has already submitted a plan to the NYSE in accordance with NYSE procedures to advise the NYSE of definitive action the Company is taking to regain conformity with the continued listing standards as required by January 2022. The notice has no immediate impact on the listing of the Company’s common stock, which will continue to trade on the NYSE, subject to continued compliance with applicable NYSE listing standards.

Management Commentary

Mitch Lewis, President and Chief Executive Officer, stated, “We entered 2020 focused on profitably growing our business, and we got off to a solid start in the first quarter. In response to the unexpected COVID‑19 pandemic, we immediately developed plans and took actions that should give BlueLinx the financial and operating flexibility necessary to provide long-term value for our stakeholders, and we are poised to continue our progress once the pandemic subsides. We firmly believe that the erosion in our market capitalization was driven by the effects of the COVID-19 pandemic on the stock market and that a return to normalcy in the markets will cause our market capitalization to recover."

First Quarter 2020 Earnings Call

As previously announced, the Company’s first quarter 2020 financial results will be made available after the market closes on Tuesday, May 5th, under “Press Releases” in the Investor Relations section of the BlueLinx website, at www.BlueLinxCo.com, and the Company plans to discuss those results during its first quarter earnings call and webcast, which is scheduled for Wednesday, May 6, 2020, at 10:00 a.m. Eastern Time. Please refer to the Investor Relations section of the BlueLinx website, at www.BlueLinxCo.com, for instructions on accessing the earnings call and webcast.

About BlueLinx Holdings Inc.

BlueLinx (NYSE: BXC) is a leading wholesale distributor of building and industrial products in the United States with over 50,000 branded and private-label SKUs, and a broad distribution footprint servicing 40 states. BlueLinx has a differentiated distribution platform, value-driven business model and extensive cache of products across the building products industry. Headquartered in Marietta, Georgia, BlueLinx has over 2,200 associates and distributes its comprehensive range of structural and specialty products to approximately 15,000 national, regional, and local dealers, as well as specialty distributors, national home centers, industrial, and manufactured housing customers. BlueLinx encourages investors to visit its website, www.BlueLinxCo.com, which is updated regularly with financial and other important information about BlueLinx.

Contacts

Kelly C. Janzen, SVP, CFO & Treasurer

BlueLinx Holdings Inc.

(770) 953-7000

Mary Moll, Investor Relations

(866) 671-5138

investor@bluelinxco.com

Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements include, without limitation, any statement that predicts, forecasts, indicates or implies future results, performance, liquidity levels or achievements, and may contain the words “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “plan,” “will be,” “will likely continue,” “will likely result” or words or phrases of similar meaning. The forward-looking statements in this press release include statements about our ability to regain conformity with the NYSE’s continued listing standards within the 18 month plan period; our focus for 2020; the ability of our plans and actions to provide financial and operating flexibility necessary to provide long-term value for our stakeholders; our ability to continue our progress once the COVID-19 pandemic subsides; and the effects of a return to normalcy in the stock market on our market capitalization.

Forward-looking statements in this press release are based on estimates and assumptions made by our management that, although believed by us to be reasonable, are inherently uncertain. Forward-looking statements involve risks and uncertainties that may cause our business, strategy, or actual results to differ materially from the forward-looking statements. These risks and uncertainties include those listed under the heading “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 28, 2019, and those discussed in our Quarterly Reports on Form 10-Q and in our periodic reports filed with the SEC from time to time. We operate in a changing environment in which new risks can emerge from time to time. It is not possible for management to predict all of these risks, nor can it assess the extent to which any factor, or a combination of factors, may cause our business, strategy, or actual results to differ materially from those contained in forward-looking statements. Factors that may cause these differences include, among other things: the COVID-19 pandemic and other contagious illness outbreaks and their potential effects on our industry, suppliers and supply chain, and customers, and our business, results of operations, cash flows, financial condition, and future prospects; our ability to integrate and realize anticipated synergies from acquisitions; loss of material customers, suppliers, or product lines in connection with acquisitions; operational disruption in connection with the integration of acquisitions; our indebtedness and its related limitations; sufficiency of cash flows and capital resources; our ability to monetize real estate assets; fluctuations in commodity prices; adverse housing market conditions; disintermediation by customers and suppliers; changes in prices, supply and/or demand for our products; inventory management; competitive industry pressures; industry consolidation; product shortages; loss of and dependence on key suppliers and manufacturers; new tariffs; our ability to successfully implement our strategic initiatives; fluctuations in operating results; sale-leaseback transactions and their effects; real estate leases; changes in interest rates; exposure to product liability claims; our ability to complete offerings under our shelf registration statement on favorable terms, or at all; changes in our product mix; petroleum prices; information technology security and business interruption risks; litigation and legal proceedings; natural disasters and unexpected events; activities of activist stockholders; labor and union matters; limits on net operating loss carryovers; pension plan assumptions and liabilities; risks related to our internal controls; retention of associates and key personnel; federal, state, local and other regulations, including environmental laws and regulations; and changes in accounting principles. Given these risks and uncertainties, we caution you not to place undue reliance on forward-looking statements. We expressly disclaim any obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.