8-K

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): June 9, 2006 (June 5, 2006)

BLUELINX HOLDINGS INC.

(Exact name of registrant specified in its charter)

Delaware	001-32383	77-0627356
(State or other	(Commission	(I.R.S. Employer
jurisdiction of	File Number)	Identification No.)
incorporation)

4300 Wildwood Parkway, Atlanta, Georgia	30339
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (770) 953-7000

Not applicable

(Former name or former address, if changed since last report.)

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 conditions:

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))

TABLE OF CONTENTS

EX-10.1 2006 LTIP RESTRICTED STOCK AWARD AGREEMENT

EX-10.2 2006 LTIP OPTION AGREEMENT

Item 1.01 Entry into a Material Definitive Agreement.

          On June 5, 2006, the Board of Directors’ Compensation Committee (the “Committee”) of BlueLinx Holdings Inc. (the “Company”) granted to certain of the Company’s currently named executive officers awards in the form of restricted shares of the Company’s common stock, as well as options to purchase shares of the Company’s common stock. All awards were granted pursuant to and are subject to the terms of the BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan (the “Plan”).

Grants of Restricted Stock

          Each restricted stock award was granted in accordance with the terms of the Restricted Stock Award Agreement under the Plan, in the form attached hereto as Exhibit 10.1. Each restricted stock award vests on June 5, 2011, five years after the grant date, subject to accelerated vesting. Pursuant to the accelerated vesting provision of the Restricted Stock Award Agreement, a percentage of the stock award vests upon the attainment of a specified Average Company Share Price, as defined in the Restricted Stock Award Agreement, with no more than 33.333% of the award shares vesting before June 5, 2007. The restricted stock awards were granted to the named executive officers as follows:

	Number of Shares of
Name of Recipient	Restricted Stock
Stephen E. Macadam, Chief Executive Officer		45,774
George R. Judd, President & Chief Operating Officer		32,543
Barbara V. Tinsley, General Counsel & Secretary		8,760

Grants of Stock Options

          Each stock option award was granted in accordance with the terms of the Nonqualified Stock Option Award Agreement under the Plan, in the form attached hereto as Exhibit 10.2. Each stock option award vests over a five year term, with 20% of the award vesting each January 3^rd after the grant date (subject to accelerated vesting upon a Change of Control). The nonqualified stock options were awarded to the named executive officers as follows:

	Number of Stock
Name of Recipient	Options
Stephen E. Macadam, Chief Executive Officer		110,619
George R. Judd, President & Chief Operating Officer		78,647
Barbara V. Tinsley, General Counsel & Secretary		21,169

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

(10.1)	BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan Restricted Stock Award Agreement
(10.2)	BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan Nonqualified Stock Option Award Agreement

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.

BLUELINX HOLDINGS INC.
By:	/s/ Barbara V. Tinsley
		Barbara V. Tinsley
		General Counsel & Secretary

Dated: June 9, 2006

EXHIBIT INDEX

Exhibit No.	Exhibit Description
(10.1)	BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan Restricted Stock Award Agreement
(10.2)	BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan Nonqualified Stock Option Award Agreement

EX-10.1

Exhibit 10.1

BlueLinx Holdings Inc.
2006 Long-Term Equity Incentive Plan

Restricted Stock Award Agreement

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made effective as of June 5, 2006 (the “Effective Date”), by and between BlueLinx Holdings Inc., a Delaware corporation (the “Company”), and                                          (“Participant”).

Recitals

     A. The Company desires to provide the Participant an opportunity to acquire shares of its common stock, par value $.01 per share (the “Shares”), to carry out the purposes of its 2006 Long-Term Equity Incentive Plan, as may be periodically amended (the “Plan”), a copy of which has been made available to Participant and the terms of which are incorporated by reference herein and shall be considered a part of this Agreement.

     B. The Plan provides that each award is to be evidenced by an agreement, setting forth the terms and conditions of such award.

     ACCORDINGLY, in consideration of the promises and of the mutual covenants and agreements contained herein, the Company and the Participant hereby agree as follows:

          1. Restricted Stock Award. Subject to the terms and provisions of this Agreement and the Plan, the Company hereby grants to Participant as of the date hereof a restricted stock award for                                          (___) Shares (the “Award Shares”). For purposes of Section 16 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, the grant date for the Award Shares shall be the effective date hereof; provided, however, all of Participant’s right, title, and interest in and to the Award Shares shall be subject to Section 2 below.

          2. Vesting of Award Shares.

          (a) Time Vesting. Subject to Sections 2(b), (c), (d), and (e) below, all of Participant’s right, title, and interest in and to the Award Shares is and shall be contingent upon and subject to the continued full-time employment of Participant by the Company or its subsidiaries during the period from the Effective Date through June 5, 2011 (the “Service Vesting Period”). At the end of the Service Vesting Period, and provided that Participant is then a full-time Employee of the Company or its subsidiaries, Participant shall be deemed to be fully vested without restriction in all of the Award Shares. However, Participant may vest

earlier in all (or a portion, as appropriate) of the Award Shares upon the attainment of certain Minimum Performance Goals, as provided in Section 2(b) below (“Performance Accelerated Vesting”).

     (b) Performance Accelerated Vesting. The vesting of the Award Shares shall occur earlier in the event the Company attains the Minimum Performance Goals described herein. If the Participant is a continued full-time Employee of the Company upon the attainment of the following Minimum Performance Goals, the Award Shares shall vest as provided immediately below:

	Cumulative
	Percentage of Award
	Shares Vested
Average Company Share Price Increases to $_______	33.333%
Average Company Share Price Increases to $_______	66.66  %
Average Company Share Price Increases to $_______	100     %

Average Company Share Price above means the average daily high and low trading price for the common stock of BlueLinx Holdings Inc. on the New York Stock Exchange (NYSE:BXC) over any 90-consecutive trading day period. As of the end of the trading day on the 90^th day of such period, if the Participant is still a full-time Employee of the Company, then additional Award Shares shall immediately vest pursuant to the above schedule. However, in no event, can greater than 33.333% of the Award Shares granted pursuant to this Agreement vest before June 5, 2007.

     (c) In the event of Participant’s voluntary or involuntarily termination from employment with the Company and its subsidiaries for any reason other than the death or Disability prior to the end of the Service Vesting Period, or prior to becoming partially or fully vested without restriction in all or a portion of the Award Shares pursuant to Performance Accelerated Vesting, Participant shall forfeit all right, title, and interest in and to the Award Shares not vested as of such date of termination.

     For the purposes to this Agreement, Disability shall have the same meaning as provided in the Company’s long-term disability plan.

     (d) In the event of Participant’s termination from employment with the Company and its subsidiaries for death or Disability prior to the end of the Service Vesting Period, or prior to becoming partially or fully vested without restriction in all or a portion of the Award Shares pursuant to Performance Vesting, Participant shall become immediately fully vested without restriction in all Award Shares granted pursuant to this Agreement.

     (e) In the event of a “Change in Control” of the Company as defined in the Plan, Participant shall thereupon become immediately vested without restriction in all of the Award Shares.

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          3. Issuance and Delivery of Certificates for Award Shares.

          (a) As soon as practicable after the execution hereof, the Company shall issue in Participant’s name, and retain in the custody of the Company pursuant to Section 3(b) below, a certificate for the full number of the Award Shares. The Company shall place a stop transfer order on its stock records with respect to the Award Shares, and the certificate for the Award Shares shall contain the following legend:

“The securities evidenced by this certificate were issued pursuant to a Restricted Stock Award Agreement between the holder and the issuer dated June 5, 2006 (the “Agreement”), and no sale, offer to sell, transfer, pledge, or other hypothecation of these securities may be made so long as the securities remain subject to the restrictions set forth in the Agreement.”

          (b) Participant acknowledges and agrees that the Company shall retain the custody of the certificates for the Award Shares and that the certificates will not be delivered to Participant except as provided in Section 3(c) below.

          (c) As soon as reasonably practicable after the vesting of all or any portion of the Award Shares pursuant to Section 2 above, the Company will deliver a certificate for the Award Shares, adjusted as necessary for the actual number of Award Shares in which Participant has become vested, without the restrictive legend set forth in Section 3(a). Delivery of the certificate under this Section 3(c) shall be made at the principal office of the Company to the person or persons entitled thereto during ordinary business hours of the Company not more than thirty (30) days after the vesting of the Award Shares, or at such time and place and in such manner as may be agreed upon by the Company and the person or persons entitled to the Award Shares.

          4. Rights and Restrictions as a Shareholder. During the Participant’s continued full-time employment with the Company or its subsidiaries, and pending the vesting of the Award Shares under Section 2 above, Participant shall have full voting rights, dividend rights, and other rights as a shareholder with respect to the Award Shares, subject to the restrictions hereunder. Prior to vesting of the Award Shares, Participant shall not (i) sell, offer to sell, transfer, pledge, or hypothecate any record or beneficial interest in the Award Shares, other than to the Company as provided in this Agreement, or (ii) grant any proxies or voting rights with respect to the Award Shares. Upon the vesting of all or any portion of the Award Shares pursuant to Section 2 above, Participant (or the person or persons then entitled to the Award Shares or any portion thereof pursuant to Section 2(d) above) shall have full rights as a shareholder with respect to the number of Shares delivered with respect to the Award Shares, including the right to transfer ownership of the Award Shares, subject to the restrictions described in Sections 7 and 8 hereof.

          5. Stock Dividends, Stock Splits, and Other Adjustments. During the time that the Award Shares are subject to the vesting restrictions set forth in Section 2 above, in the event of any merger, reorganization, consolidation, capitalization, stock dividend, stock split, or other change in corporate structure affecting the Shares, such substitution or adjustment shall be made in the number

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of Shares subject to this Award (“Adjusted Shares”) as may be determined to be appropriate by the board of directors, in its sole discretion. As used herein, the term “Award Shares” includes any related Adjusted Shares. The Company shall retain the custody of each certificate for the Adjusted Shares pursuant to Section 3 above.

          6. Withholding Taxes. Participant shall pay on a timely basis all withholding and payroll taxes and/or excise taxes required by law with respect to the Award Shares (collectively, “Withholding Taxes”). The delivery of any Award Shares (or portion thereof) to Participant under this Agreement shall be subject to and conditioned upon Participant’s payment of all applicable Withholding Taxes. The Company shall have the power and the right to deduct or withhold vested Award Shares equal to the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan.

          7. Investment Representations. Unless a registration statement under the Securities Act of 1933, as amended (and applicable state securities laws), is in effect with respect to the Award Shares on the date of issuance of the Award Shares, Participant, or his Designated Beneficiary, agrees with, and represents to, the Company that Participant is acquiring the Award Shares for the purpose of investment and not with a view to transfer, sell, or otherwise dispose of the Award Shares. The Company may require an opinion of counsel satisfactory to it prior to the transfer of any Award Shares to assure at all times that it will be in compliance with applicable federal and state securities laws.

          8. Legend on Shares if Registered. If a registration statement under the Securities Act of 1933, as amended, is in effect with respect to the Award Shares on the date of issuance of the Award Shares and Participant is deemed an affiliate of the Company on the date of issuance, the Company may place a stop transfer order on its stock records with respect to the Award Shares, and the certificate(s) for the Award Shares may contain substantially the following legend:

“The securities evidenced by this certificate were issued to an affiliate of the issuer, and the resale of such securities is subject to the restrictions of Rule 144 under the Securities Act of 1933, as amended, pertaining to shares held by affiliates.”

          9. Expenses. Nothing contained in this Agreement shall be construed to impose any liability on the Company in favor of the Participant for any cost, loss, or expense the Participant may incur in connection with, or arising out of any transaction under, this Agreement.

          10. No Employment Agreement. Nothing in this Agreement shall be construed to constitute or be evidence of an agreement or understanding, express or implied, on the part of the Company to employ the Participant on any terms or for any specific period of time.

          11. Nontransferability. The rights of the Participant under this Agreement shall not be assigned, transferred, pledged, or otherwise hypothecated by the Participant other than by will or the laws of descent and distribution.

          12. Fractional Shares. No fraction of a share shall be deliverable pursuant to this Agreement, but in the event any adjustment hereunder of the number of the Award Shares shall cause

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such number to include a fraction of a share, such fraction shall be adjusted to the nearest smaller whole number of shares.

          13. Beneficiary Designation. The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is to be paid in case of his or her death before he or she receives any or all such benefit. Each such designation shall revoke all prior designations by the Participant, shall be in a writing form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Secretary of the Company during the Participant’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.

          14. Complete Agreement, Amendment. This Agreement and the Plan, which by this reference is hereby incorporated herein in its entirety, contain the entire agreement between the Company and Participant with respect to the transactions contemplated hereby. Any modification of the terms of this Agreement must be in writing and signed by each of the parties.

          15. Other Legal Requirements. This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. The Committee shall have the right to impose such restrictions on any shares acquired pursuant to this Agreement, as it may deem advisable, including, without limitation, restrictions under federal applicable securities laws, under the requirements of any stock exchange or market upon which such shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such shares. In addition, this Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities as may be required.

          16. Governing Law. Any issue related to the formation, execution, performance, and interpretation of this Agreement shall be governed by the laws of the State of Delaware.

          17. Headings. The section and subsection headings used in this Agreement are for convenient reference and are not a part of this Agreement.

	BlueLinx Holdings Inc.
Dated:	By:
Accepted:	Title:

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EX-10.2

Exhibit 10.2

BlueLinx Holdings Inc.
2006 Long-Term Equity Incentive Plan

Nonqualified Stock Option Award Agreement

Participant:
Number of Shares:	___ Shares
Option Price:	$	14.01
Grant Date:	June 5, 2006
Option Period:	Grant Date through tenth anniversary of Grant Date (the “Option Period”)
Type of Option:	Nonqualified Stock Option

Relationship to Plan. This Option is granted pursuant to the BlueLinx Holdings Inc. (the “Company”) 2006 Long-Term Incentive Plan (the “Plan”) and is in all respects subject to the terms, conditions and definitions of the Plan (including, but not limited to, provisions concerning exercise, restrictions on Options, termination, nontransferability and adjustment of the number of the Shares). The Participant hereby accepts this Option subject to all the terms and provisions of the Plan. The Participant further agrees that all decisions under and interpretations of the Plan by the Committee shall be final, binding and conclusive upon the Participant and his or her heirs. All capitalized terms used herein and not otherwise defined herein shall have the same meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Award Agreement.

Vesting. The Participant shall become vested in a percentage of his or her total stock options in accordance with the following schedule, subject to accelerated vesting upon a Change in Control.

	Percentage of
	Option Vested
January 3rd following Grant Date	20%
January 3rd following the first anniversary of Grant Date	20%
January 3rd following the second anniversary of Grant Date	20%
January 3rd following the third anniversary of Grant Date	20%
January 3rd following the fourth anniversary of Grant Date	20%

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Change in Control. Notwithstanding the provisions related to regular vesting described above, upon a Change in Control, all unvested Options shall become immediately vested and exercisable.

Exercisability of Option. Unless otherwise provided in this Award Agreement or the Plan, this Option shall entitle the Participant to purchase, in whole at any time or in part from time to time, to the extent the Option is vested in accordance with the vesting schedule herein, the Shares subject to this Option, and each such right of purchase shall be cumulative and shall continue, unless sooner exercised or terminated as herein provided, during the remaining Option Period. Any fractional number of Shares resulting from the application of the foregoing percentages shall be rounded to the next higher whole number of Shares, but shall not exceed the total number of Shares covered by this Option.

Manner of Exercise and Payment. Subject to the terms and conditions of this Award Agreement and the Plan, this Option may be exercised by delivery of written notice to the Secretary of the Company, at the Company’s principal executive office. Such notice shall state (i) that the person exercising this Option is entitled to exercise this Option, (ii) that such person is electing to exercise this Option and (iii) the number of Shares in respect of which this Option is being exercised.

The notice of exercise shall be accompanied by the full Option Price for the Shares in respect of which this Option is being exercised by any method approved or accepted by the Company in its sole discretion.

Upon receipt of notice of exercise and full payment for the Shares in respect of which this Option is being exercised, the Company shall take such action as may be necessary to effect the transfer to the Participant of the number of Shares as to which such exercise was effective.

Requirements to Become a Stockholder. The Participant shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Shares subject to this Option until (i) this Option shall have been exercised pursuant to the terms of this Award Agreement and the Participant shall have paid the full Option Price for the number of Shares in respect of which this Option was exercised, and (ii) the Company shall have directed the due issuance of the Shares purchased by the Participant.

Withholding of Taxes. The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan (the “Withholding Taxes”). If the Participant is entitled to receive Shares upon exercise of this Option, the Participant shall pay the Withholding Taxes to the Company in cash prior to the issuance of such Shares.

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Termination of Employment or Relationship. Unless otherwise determined by the Committee, in its sole discretion, the Option Period shall terminate and shall be treated in accordance with the following should any of the following provisions become applicable:

(i)	In the event of a Participant’s termination of employment or relationship for Cause, any unexercised portion of the Option granted to the Participant will terminate as of the date of such termination of employment or relationship.
(ii)	In the event of a Participant’s termination of employment or relationship by the Company or a subsidiary other than for Cause, death, or Disability, or the Participant resigns from employment or relationship for any reason, (other than on account of death or Disability), (i) any unvested portion of the Participant’s Option shall terminate and (ii) any portion of the Participant’s Option that was vested and exercisable on the date of his or her termination of employment or relationship shall remain exercisable for a period of three (3) months after the date of termination, and any portion of such Option not exercised within such three (3) month period shall be forfeited; provided, however, that in no event may such Option be exercised after the expiration of the Option Period.
(iii)	In the event a Participant’s employment or relationship shall terminate on account of death or Disability, (i) any unvested portion of the Participant’s Option shall immediately become fully vested and exercisable and (ii) the Participant (or his or her personal representative) may exercise all vested and exercisable Options within the earlier of (x) one (1) year from the date of such death or Disability or (y) the expiration of the Option Period.

For the purposes of this Agreement, Cause means, with respect to a Participant, as determined by the Board in its reasonable judgment: (a) the Participant’s continued failure to substantially perform the Participant’s duties; (b) the Participant’s repeated acts of insubordination, or failure to execute Company or subsidiary plans and/or strategies; (c) the Participant’s acts of dishonesty resulting or intending to result in personal gain or enrichment at the expense of the Company or any subsidiary; (d) the Participant’s commission of a felony; (e) reasonable evidence presented in writing to the Participant that the Participant engaged in a criminal act, misconduct or dishonesty; (f) violation of any written policy of the Company or any subsidiary including, but not limited to, the Company’s or a subsidiary’s employment manuals, rules, and regulations after one (1) written notice from the Company or a subsidiary regarding such violation; or (g) the Participant engaging in any act that is intended, or may reasonably be expected to harm the reputation, business, prospects or operations of the Company, any subsidiary, or their officers, directors, stockholders, or employees; provided that, in the event a Participant is subject to an employment agreement or other agreement, including, but not limited to a severance agreement, with the Company or a subsidiary that contains a definition of “Cause,” Cause under the Plan shall have the meaning in such agreement.

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For the purpose of this Agreement, Disability means the Executive: (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (b) is, by reason on any medically determinable physical or mental impairment which could be expected to result in death or can be expected to last for a continuous period or not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the participant’s employer.

Transferability. The Option granted hereunder shall not be transferable other than by will or by the laws of descent and distribution. During the lifetime of the Participant, the Option shall be exercisable only by the Participant. Any portion of the Option exercisable at the date of the Participant’s death and transferred by will or by the laws of descent shall be exercisable in accordance with the terms of the Option by the executor or administrator, as the case may be, of the Participant’s estate (each, a “Designated Beneficiary”) for the period provided herein with respect to termination of employment as a result of the Participant’s death.

No Employment or Service Contract. Nothing in this Award Agreement or in the Plan shall confer upon the Participant any right to continue such Participant’s relationship with the Company or a subsidiary thereof, nor shall it give any Participant the right to be retained in the employ of the Company or a subsidiary or interfere with or otherwise restrict in any way the rights of the Company or a subsidiary, which rights are hereby expressly reserved, to terminate any Participant’s employment or relationship at any time for any reason, except as may be set forth in an employment agreement between the Participant and the Company or a subsidiary of the Company.

Modification of Award Agreement. This Agreement may be modified, amended, suspended or terminated, and any terms or conditions may be waived, but only by a written instrument executed by the parties hereto.

Investment Representation. Unless a registration statement under the Securities Act of 1933, as amended (and applicable state securities laws), is in effect with respect to the Shares issued on the date of exercise of the Option, Participant, or his Designated Beneficiary, agrees with, and represents to, the Company that Participant is acquiring the Shares for the purpose of investment and not with a view to transfer, sell, or otherwise dispose of the Shares. The Company may require an opinion of counsel satisfactory to it prior to the transfer of any Shares to assure at all times that it will be in compliance with applicable federal and state securities laws.

Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.

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Governing Law. The validity, interpretation, construction and performance of this Award Agreement shall be governed by the laws of the Delaware without giving effect to the conflicts of laws principles thereof.

     IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement as of the date indicated below.

	BlueLinx Holdings Inc.
Dated:	By:
Accepted:	Title:

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