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NCS > SEC Filings for NCS > Form 8-K on 10-Jan-2014All Recent SEC Filings

Show all filings for NCI BUILDING SYSTEMS INC

Form 8-K for NCI BUILDING SYSTEMS INC


10-Jan-2014

Entry into a Material Definitive Agreement, Other Events, Financial Stat


Item 1.01. Entry into a Material Definitive Agreement.

Stock Repurchase Agreement

On January 6, 2014, NCI Building Systems, Inc. (the "Company") announced that it had entered into an agreement with investment funds associated with Clayton, Dubilier & Rice, LLC (collectively, the "Selling Stockholders") to repurchase 1,150,000 shares of the Company's common stock from the Selling Stockholders at a price per share equal to the price per share to be paid by the Underwriters (as defined below) to the Selling Stockholders in the Offering (as defined and described below) (the "Stock Repurchase Agreement"). The repurchase of shares of the Company's common stock pursuant to the Stock Repurchase Agreement is expected to close concurrently with the Offering.

The foregoing description of the Stock Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the copy thereof, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.



Item 8.01. Other Events.

Underwriting Agreement

On January 9, 2014, the Company, the Selling Stockholders and Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and RBC Capital Markets, LLC, as representatives of the several underwriters (collectively, the "Underwriters") entered into an underwriting agreement (the "Underwriting Agreement") pursuant to which the Selling Stockholders agreed to sell, and the Underwriters agreed to purchase, subject to and upon terms and conditions set forth therein, 8,500,000 shares of the Company's common stock (the "Offering"). Pursuant to the Underwriting Agreement, the Underwriters of the Offering have a 30-day option to purchase up to 1,275,000 additional shares of the Company's common stock from the Selling Stockholders.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the copy thereof, which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being furnished as part of this report. The exhibits attached to this Current Report on Form 8-K shall be incorporated by reference in the Company's Registration Statement on Form S-3 (No. 333-186466).

Exhibit
No.                                 Description of Exhibit

1.1        Underwriting Agreement, dated January 9, 2014, among NCI Building
           Systems, Inc., Clayton, Dubilier & Rice Fund VIII, L.P., CD&R Friends &
           Family Fund VIII, L.P. and Credit Suisse Securities (USA) LLC, Citigroup
           Global Markets Inc. and RBC Capital Markets, LLC, as representatives of
           the several underwriters.
10.1       Stock Repurchase Agreement, dated January 6, 2014, among NCI Building
           Systems, Inc., Clayton, Dubilier & Rice Fund VIII, L.P. and CD&R Friends
           & Family Fund VIII, L.P.

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