Unassociated Document
As filed with the Securities and Exchange Commission on September 8, 2011
Registration No. 333- 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
NCI BUILDING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware
(State or other jurisdiction of
incorporation or organization)
76-0127701
(I.R.S. Employer
Identification No.)
   
10943 North Sam Houston Parkway West
Houston, Texas 77064
(Addresses of Principal Executive Offices)
77064
(Zip Code)
 
 
NCI 401(k) PROFIT SHARING PLAN
(Full title of the plan)
 
 
Todd R. Moore
Executive Vice President and General Counsel
10943 North Sam Houston Parkway West
Houston, Texas 77064
(Name and address of agent for service)
 
(281) 897-7788
(Telephone number, including area code, of agent for service)
 
 
copies to:
 
J. Eric Johnson
Locke Lord Bissell & Liddell LLP
600 Travis Street, Suite 2800
Houston, Texas  77002
(713) 226-1200
Peter Talosig
NCI Building Systems, Inc.
10943 N. Sam Houston Parkway W.
Houston, Texas 77064
(281) 897-7762
 
 
 
 
 
 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
 
Large accelerated filer o Accelerated filer þ
Non-accelerated filer o (Do not check if a smaller reporting company)    Smaller reporting company o
 

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 (3)
2,400,000 shares
$8.525
$20,460,000
$2,375.41
 
(1)
The shares of Common Stock, $0.01 par value (“Common Stock”) of NCI Building Systems, Inc. being registered hereby consist of shares to be acquired by the trustee pursuant to the 401(k) Profit Sharing Plan for the accounts of employee participants.
 
 
(2)
Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the “Securities Act”), based upon the average of the high and low prices reported on the New York Stock Exchange on September 6, 2011 ($8.525 per share).
 
 
(3)
Pursuant to Rule 416(a) under the Securities Act, this registration statement on Form S-8 shall be deemed to cover any additional shares of Common Stock of NCI Building Systems, Inc. that may be issued pursuant to stock splits, stock dividends or similar transactions. In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.

 
 
 
 
 
PART I
 
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
Item 1.  Plan Information.
 
The information called for in Part I of Form S-8 is not included in this registration statement on Form S-8 (“Registration Statement”) (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”).
 
PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Explanatory Note
 
NCI Building Systems, Inc. (the “Company” or “NCI”) registered an aggregate of 1,100,000 shares of its Common Stock for purchase under the NCI 401(k) Profit Sharing Plan (the “Plan”) pursuant to a registration statement on Form S-8 filed with the Commission on March 15, 2011 (No. 333-172822).

Under this Registration Statement, the Company is registering an additional 2,400,000 shares of its Common Stock for purchase under the Plan. These additional shares of Common Stock will permit the Plan trustee to continue to acquire shares on the open market for the accounts of employee participants. These open market acquisitions will not be dilutive to existing holders of Common Stock.  The Company is not issuing or otherwise offering to sell any new shares of Common Stock in connection with this Registration Statement.
 
Pursuant to General Instruction E of Form S-8, the contents of the above-referenced prior registration statement are incorporated into this Registration Statement by reference to the extent not modified or superseded hereby or by any subsequently filed document which is incorporated by reference herein or therein.
 
Item 8.  Exhibits
 
See Index to Exhibits, which is incorporated herein by reference.
 
We hereby undertake that we have submitted or, to the extent we are required to do so, will submit the Plan and any amendment thereto to the Internal Revenue Service (the “IRS”) in a timely manner and have made or will make all changes required by the IRS in order to qualify the Plan.
 
 
 
 
 
SIGNATURES
 
 
Pursuant to the requirements of the Securities Act of 1933, the Company 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 Houston, the State of Texas, on September 8, 2011.
 
 
 
NCI BUILDING SYSTEMS, INC.
  
       
 
By:
/s/ Norman C. Chambers  
    Norman C. Chambers  
    President and Chief Executive Officer  
       
 
 
 
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on September 8, 2011 by the following persons in the capacities indicated.
 
Name
Title
   
/s/ Norman C. Chambers
President, Chief Executive Officer and Director (Principal Executive Officer)
Norman C. Chambers
  
   
*Mark E. Johnson
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
   
*Richard Allen
Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)
   
*Kathleen J. Affeldt
Director
   
*James G. Berges
Director
   
*Gary L. Forbes
Director
   
*John J. Holland
Director
   
*Lawrence J. Kremer
Director
   
*George Martinez
Director
   
*Nathan K. Sleeper
Director
   
*Jonathan L. Zrebiec
Director
 
* Norman C. Chambers, by signing his name hereto on the 8th day of September, 2011, 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/       Norman C. Chambers      
  Norman C. Chambers, Attorney in Fact  
 
 
 
 
 
Pursuant to the requirements of the Securities Act of 1933, the Plan Administrator has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on September 8, 2011.
 
 
 
NCI 401(K) PROFIT SHARING PLAN
  
       
 
By:
/s/ Alice Hill  
   
Alice Hill, Chair
  
   
Employee Benefits Administration Committee
  
       
 
 
 
 
 
                                      
INDEX TO EXHIBITS
 
Exhibit
Number
  
Description
4.1
  
Amended and Restated NCI 401(k) Profit Sharing Plan, dated January 1, 2010 (filed as Exhibit 4.1 to NCI’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on March 15, 2011 and incorporated by reference herein).
*4.2
  
Amendment No. 1 to the Amended and Restated Plan, dated December 10, 2010.
*23.2
  
Consent of Ernst & Young LLP.
*24.1
  
Power of Attorney.
 
*
Filed herewith