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): December 17, 2012

Huttig Building Products, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-14982	43-0334550
(State or other jurisdiction of incorporation )	(Commission File Number)	(I.R.S. Employer Identification No.)
555 Maryville University Dr., Suite 240, St. Louis, MO		63141
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (314) 216-2600

Former name or former address, if changed since last report: Not Applicable

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

Item 5.02(b) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 17, 2012, Mr. Steven A. Wise resigned from the Board of Directors (the “Board”) of Huttig Building Products, Inc. (the “Company”), effective immediately. Mr. Wise was one of the designees on the Company’s Board of The Rugby Group Limited (“Rugby”). As described in Item 8.01 below, the Company recently repurchased shares of Company common stock owned by Rugby.

Item 8.01 Other Events.

On December 18, 2012, the Company completed a repurchase of 1,000,000 shares of its common stock, $.01 par value per share, in a private transaction with Rugby for an aggregate purchase price of $1,100,000. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is attached hereto and filed herewith.

Exhibit No.	Description
99.1	Press release dated December 20, 2012.

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.

	Huttig Building Products, Inc.
	(Registrant)
Date: December 20, 2012	/s/ Philip W. Keipp
	Name:	Philip W. Keipp
	Title:	Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated December 20, 2012.

EX-99.1

Exhibit 99.1

HUTTIG ANNOUNCES SHARE REPURCHASE

ST. LOUIS, MO, December 20, 2012 — Huttig Building Products, Inc. (“Huttig”; OTC HBPI), a leading domestic distributor of millwork, building materials and wood products, today announced that it has completed a repurchase of 1.0 million shares of its common stock at $1.10 per share from its largest stockholder, The Rugby Group Limited. The share repurchase was effected in a private transaction and the aggregate purchase price was funded with available funds.

Jon Vrabely, President and CEO, stated, “Throughout the entire unprecedented downturn in the housing market over the past five years, we have focused on preserving the long-term value proposition of the company, managing the integrity of the balance sheet and protecting the interests of our shareholders. To that end, we have been successful in meeting our objectives without adding significant debt to the balance sheet or diluting our shareholders. We are extremely pleased that our financial performance and liquidity position have provided us the opportunity to deliver meaningful value to our shareholders through this transaction.”

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About Huttig Building Products, Inc.

Huttig Building Products, founded in 1885 and headquartered in St. Louis, MO, is a leading domestic distributor of millwork, building materials and wood products used principally in new residential construction and home improvement, remodeling and repair work. Huttig has relationships with leading manufacturers and distributes its products through 27 wholesale distribution centers serving 41 states. The Company’s wholesale distribution centers sell principally to building materials dealers, national buying groups, home centers, and industrial users, including makers of manufactured homes.

Forward Looking Statements

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All of these forward-looking statements are based on estimates and assumptions made by our management that, although believed by Huttig Building Products, Inc. to be reasonable, are inherently uncertain. Forward-looking statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of Huttig Building Products, Inc.’s control that may cause its business, strategy or actual results to differ materially from the forward-looking statements. These risks and uncertainties are described in the “Risk Factors” section in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and in its periodic reports filed with the Securities and Exchange Commission from time to time. Given these risks and uncertainties, you are cautioned not to place undue reliance on forward-looking statements. Huttig Building Products, Inc. undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, changes in expectation or otherwise, except as required by law.

For more information about Huttig, please visit www.huttig.com or Don Hake at investor@huttig.com.