S-8

As filed with the Securities and Exchange Commission on August 25, 2020

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Cornerstone Building Brands, Inc.

(Exact name of registrant as specified in its charter)

Delaware	76-0127701
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
5020 Weston Parkway, Suite 400	27513
Cary, North Carolina	(Zip Code)
(Addresses of Principal Executive Offices)

NCI Building Systems, Inc. 2003 Long-Term Stock Incentive Plan

(As amended effective April 24, 2020)

(Full title of the plan)

Todd R. Moore

Executive Vice President, Chief Legal, Risk & Compliance Officer and Corporate Secretary

5020 Weston Parkway, Suite 400

Cary, North Carolina 27513

(Name and address of agent for service)

(866) 419-0042

(Telephone number, including area code, of agent for service)

copy to:

Jonathan F. Lewis

Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

(212) 909-6916

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	ý
Non-accelerated filer	¨	Smaller reporting company	¨
		Emerging growth company	¨

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 7(a)(2)(B) of the Securities Act. ¨

CALCULATION OF REGISTRATION FEE 

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee
Common Stock $0.01 par value per share	4,800,000	$8.58	$41,184,000.00	$5,345.68

(1)Pursuant to Rule 416(a) under the Securities Act of 1933, the number of shares of Common Stock registered hereunder includes such indeterminate additional shares of Common Stock as may be offered or issued pursuant to the employee benefit plan described herein to prevent dilution resulting from stock splits, stock dividends and similar transactions.

(2)Estimated pursuant to Rule 457(h) solely for purposes of computing the registration fee based upon the average of the high and low prices reported on the New York Stock Exchange on August 19, 2020.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information. *

Item 2. Registrant Information and Employee Plan Annual Information. *

* This Registration Statement on Form S-8 (the “Registration Statement”) is being filed by Cornerstone Building Brands, Inc. (the “Company” or “Registrant”), formerly known as NCI Building Systems, Inc., with respect to its 2003 Long-Term Stock Incentive Plan (the “LTIP” or “Plan”) referred to on the cover of this Registration Statement. Information required by Part I to be contained in the Section 10(a) prospectus for the Plan is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the Note to Part I of Form S-8. The document(s) containing the information required in Part I of this Registration Statement will be sent or given to each of the Company’s employees who is eligible to participate in the Plan, as specified by Rule 428(b)(1) under the Securities Act. Such document(s) are not being filed with the Securities and Exchange Commission (the “Commission”) but constitute (together with the documents incorporated by reference into this Registration Statement) a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Explanatory Note

This registration statement on Form S-8 registers additional securities of the same class as other securities for which registration statements on Form S-8 relating to the NCI Building Systems, Inc. 2003 Long-Term Incentive Plan are effective. Accordingly, pursuant to General Instruction E to Form S-8, Cornerstone Building Brands, Inc. hereby incorporates by reference herein the contents of such registration statements on Form S-8 (Registration No. 333-111139, Registration No. 333-124266, Registration No. 333-162568, Registration No. 333-166279, Registration No. 333-186467, Registration No. 333-224001 and Registration No. 333-233257 (together the “Previous Registration Statements”)), including any amendments thereto or filings incorporated therein, and hereby deems such contents to be a part hereof, except as otherwise updated or modified by this registration statement. The number of shares registered in each of the Previous Registration Statements filed prior to March 5, 2010 has been adjusted to reflect our 1-for-5 reverse stock split effected on March 5, 2010.

Item 8. Exhibits

INDEX TO EXHIBITS

Exhibit Number	Description
4.1	NCI Building Systems, Inc. 2003 Long-Term Stock Incentive Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 2, 2018 and incorporated by reference herein)
4.2	First Amendment to the NCI Building Systems, Inc. 2003 Long-Term Stock Incentive Plan (filed as Annex B to the Company's Proxy Statement on Schedule 14A dated April 22, 2019 and incorporated by reference herein)
4.3	Second Amendment to the NCI Buildings Systems, Inc. 2003 Long-Term Stock Incentive Plan (filed as Annex A to the Company’s Proxy Statement on Schedule 14A dated April 29, 2020 and incorporated by reference herein)
4.4	Third Amended and Restated Certificate of Incorporation of NCI Building Systems, Inc. (filed as Exhibit 3.2 to NCI’s Current Report on Form 8-K dated May 28, 2019 and incorporated by reference herein)
4.5	Seventh Amended and Restated By-laws of Cornerstone Building Brands, Inc., effective as of May 23, 2019 (filed as Exhibit 3.1 to Cornerstone Building Brands, Inc.'s Current Report on Form 8-K dated May 28, 2019 and incorporated by reference herein)
*5.1	Opinion of Debevoise & Plimpton LLP
*23.1	Consent of Grant Thornton LLP.
*23.2	Consent of Ernst & Young LLP.
*23.3	Consent of Debevoise & Plimpton LLP (included in Exhibit 5.1)
*24.1	Power of Attorney
* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of 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 Cary, State of North Carolina, on August 25, 2020.

CORNERSTONE BUILDING BRANDS, INC.
By:	/s/ James S. Metcalf
	James S. Metcalf
	Chief Executive Officer, Chairman of the Board and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on August 25, 2020 by the following persons in the capacities indicated.

Name	Title
/s/ James S. Metcalf	Chief Executive Officer, Chairman of the Board and Director (Principal Executive Officer)
James S. Metcalf
* Jeffrey S. Lee	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Interim Principal Accounting Officer)
* Kathleen J. Affeldt	Director
* George L. Ball	Director
* Gary L. Forbes	Director
* John J. Holland	Director
* Wilbert W. James	Director
* Daniel Janki	Director
* John Krenicki	Director
* Timothy O'Brien	Director
* Jonathan L. Zrebiec	Director

* James S. Metcalf, by signing his name hereto on the 25th day of August, 2020, does hereby sign this document pursuant to powers of attorney duly executed by the Officers and Directors named above, filed with the Commission on behalf of such Officers and Directors, all in the capacities and on the date indicated.

/s/ James S. Metcalf

James S. Metcalf, Attorney-in-Fact

EX-5.1

Exhibit 5.1

August 25, 2020

Cornerstone Building Brands, Inc.

5020 Weston Parkway, Suite 400

Cary, North Carolina 27513

Re: Cornerstone Building Brands, Inc. Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Cornerstone Building Brands, Inc., a Delaware corporation (formerly known as NCI Building Systems, Inc., the “Company”), in connection with the filing by the Company with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to up to 4,800,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), which may be issued pursuant to the NCI Building Systems, Inc. 2003 Long-Term Stock Incentive Plan, as amended effective April 24, 2020 (the “Plan”).

We have examined the originals, or copies certified or otherwise identified to our satisfaction, of the Plan and such other corporate records, documents, certificates or other instruments as in our judgment are necessary or appropriate to enable us to render the opinion set forth below. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof and the authenticity of the originals of such latter documentation.

Based on the foregoing, we are of the opinion that the 4,800,000 additional shares of Common Stock that are reserved for issuance pursuant to the Plan have been duly authorized and, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Company’s Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

We are members of the bar of the State of New York. We express no opinion as to the laws of any jurisdiction other than the laws of the State of Delaware as currently in effect.

Very truly yours,

/s/ Debevoise & Plimpton LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated March 3, 2020 with respect to the consolidated financial statements and internal control over financial reporting of Cornerstone Building Brands, Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2019, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement.

/s/ GRANT THORNTON LLP

Raleigh, North Carolina

August 25, 2020

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the NCI Building Systems, Inc. 2003 Long-Term Stock Incentive Plan of our report dated December 19, 2018, except with respect to the effects of the change in the composition of reportable segments, change in the income statement presentation of service cost and other components for defined benefit pension and other postretirement benefit plans, and change in presentation of restricted cash in the statement of cash flows as discussed in Notes 1, 3, and 20 as to which the date is February 19, 2019, with respect to the consolidated financial statements of Cornerstone Building Brands, Inc. (formerly named NCI Building Systems, Inc.) for each of the two years in the period ended October 28, 2018, included in its Annual Report (Form 10-K) for the year ended December 31, 2019, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

August 25, 2020

Houston, Texas

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James S. Metcalf and Todd R. Moore, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his name, place and stead, in any and all capacities, (i) a Registration Statement on Form S-3 with respect to the sale from time to time of shares of common stock of Cornerstone Building Brands, Inc. (formerly known as NCI Building Systems, Inc.) by the selling shareholder named herein and (ii) a Registration Statement on Form S-8 with respect to the NCI Building Systems, Inc. 2003 Long-Term Stock Incentive Plan, and in each case, any and all amendments thereto (including pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as he might or could do in person, hereby ratifying, approving and confirming all that said attorneys-in-fact and agents or their substitutes may lawfully do or cause to be done by virtue hereof.

Name	Title	Date
/s/ James S. Metcalf	Chief Executive Officer, Chairman of the Board and Director (Principal Executive Officer)	August 25, 2020
James S. Metcalf
/s/ Jeffrey S. Lee	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	August 25, 2020
Jeffrey S. Lee
/s/ Kathleen J. Affeldt	Director	August 25, 2020
Kathleen J. Affeldt
/s/ George L. Ball	Director	August 25, 2020
George L. Ball
/s/ Gary L. Forbes	Director	August 25, 2020
Gary L. Forbes
/s/ John J. Holland	Director	August 25, 2020
John J. Holland
/s/ Wilbert W. James	Director	August 25, 2020
Wilbert W. James
/s/ Daniel Janki	Director	August 25, 2020
Daniel Janki
/s/ John Krenicki	Director	August 25, 2020
John Krenicki
/s/ Timothy O'Brien	Director	August 25, 2020
Timothy O'Brien
/s/ Jonathan L. Zrebiec	Director	August 25, 2020
Jonathan L. Zrebiec