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): September 20, 2004
BEACON ROOFING SUPPLY, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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(State or Other Jurisdiction of Incorporation) |
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000-50924 |
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36-4173371 |
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(Commission File Number) |
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(IRS Employer
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1 Lakeland Park Drive
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01960 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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(877) 645-7663 |
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(Registrant’s telephone number, including area code) |
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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 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 1.01. Entry into a Material Definitive Agreement.
On September 20, 2004, Beacon Roofing Supply, Inc. (“Company”) entered into an amendment (“Amendment”) of Chief Executive Securities Agreement (“Agreement”) among the Company, Andrew R. Logie, the Chairman of the Board and the former Chief Executive Officer, and Code, Hennessy & Simmons III, L.P. (“Code”), a principal stockholder of the Company. Prior to the Amendment, the Agreement contained a provision that obligated Code to vote in favor of the election of Mr. Logie as a director of the Company under certain circumstances. Pursuant to the Amendment, this provision is terminated upon the closing of the Company’s initial public offering.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
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Exhibit
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Description |
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99.1 |
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Amendment of Chief Executive Securities Agreement, dated as of September 20, 2004, by and among the Company, Andrew R. Logie, and Code, Hennessy & Simmons III, L.P. |
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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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BEACON ROOFING SUPPLY, INC. |
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Date: |
September 24, 2004 |
By: |
/s/ David R. Grace |
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David R. Grace |
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Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Amendment of Chief Executive Securities Agreement, dated as of September 20, 2004, by and among the Company, Andrew R. Logie, and Code, Hennessy & Simmons III, L.P. |
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Exhibit 99.1
AMENDMENT OF CHIEF EXECUTIVE SECURITIES AGREEMENT
This Amendment of Chief Executive Securities Agreement (“ Amendment ”) is entered into as of September 20, 2004 by and among Beacon Roofing Supply, Inc., a Delaware corporation formerly known as Beacon Holding Corporation (the “ Company ”), Andrew R. Logie (“ Executive ”) and Code, Hennessy & Simmons III, L.P., a Delaware limited partnership (“ CHS ”).
R E C I T A L S :
A. The parties hereto entered into Chief Executive Securities Agreement dated as of August 21, 1997 (the “ Agreement ”).
B. Section 10 of the Chief Executive Securities Agreement requires CHS, under certain circumstances, to vote its shares of Beacon common stock in favor of the election of Executive as a member of the board of directors of the Company.
C. The Company expects to engage in an underwritten initial public offering (the “ IPO ”). In order to facilitate the IPO, the parties hereto desire to terminate such Section 10, on the terms set forth herein.
A G R E E M E N T S :
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by all of the parties, the parties hereby agree as follows:
[ signature page follows ]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment of Chief Executive Securities Agreement as of the date first written above.