S-8 POS

As filed with the Securities and Exchange Commission on May 21, 2020

Registration No. 333-190611

Registration No.  333-210336

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_____________________________

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

_____________________________

BMC STOCK HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware 
(State or Other Jurisdiction
of Incorporation or Organization) 26-4687975 
(I.R.S. Employer
Identification No.)

BMC Stock Holdings, Inc.

8020 Arco Corporate Drive, Suite 400

Raleigh, North Carolina 27617

(919) 431-1000

(Address of Principal Executive Offices, including Zip Code)

STOCK BUILDING SUPPLY HOLDINGS, INC. 2013 INCENTIVE COMPENSATION PLAN

BMC STOCK HOLDINGS, INC. 2020 INCENTIVE COMPENSATION PLAN
(Full title of the Plans)

Timothy D. Johnson

Executive Vice President and General Counsel

BMC Stock Holdings, Inc.

8020 Arco Corporate Drive, Suite 400

Raleigh, North Carolina 27617

(Name and address of agent for service)

(919) 431-1000

(Telephone number, including area code, of agent for service)

Copy to:

Krista P. Hanvey, Esq.

Gibson, Dunn & Crutcher LLP

2001 Ross Avenue Suite 2100

Dallas, TX 75201

(214) 698-3100

______________________________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act or Rule 405 of the Securities Act of 1933.

Large accelerated filer	þ	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

EXPLANATORY NOTE

BMC Stock Holdings, Inc. (the “Registrant” or “we”) registered, pursuant to a Registration Statement on Form S-8 filed on August 14, 2013 (Registration No. 333-190611) (the “First Registration Statement”), the offer and sale of up to 1,800,000 shares of our Common Stock, par value $0.01 per share (“Common Stock”), under the Stock Building Supply Holdings, Inc. 2013 Incentive Compensation Plan (as amended, the “2013 Plan”). We subsequently filed a Registration Statement on Form S-8 filed on March 23, 2016 (Registration No. 333-210336) to register an additional 3,800,000 shares of Common Stock under the 2013 Plan (the Second Registration Statement, and together with the First Registration Statement, the “2013 Plan Registration Statements”).

Our board of directors approved the BMC Stock Holdings, Inc. 2020 Incentive Compensation Plan (the “2020 Plan”) on March 19, 2020 and such plan was subsequently approved by our stockholders on May 14, 2020. Pursuant to the terms of the 2020 Plan, the following shares of Common Stock will be issuable under the 2020 Plan: (i) any shares of Common Stock that remain available for grant under the 2013 Plan as of May 14, 2020 and (ii) any shares of Common Stock subject to outstanding awards under the 2013 Plan as of May 14, 2020 that on or after May 14, 2020 are forfeited, terminated, expire or otherwise lapse without being exercised (to the extent applicable), or are settled in cash.

Pursuant to the undertakings in Item 9 of the 2013 Plan Registration Statements, we are filing this Post-Effective Amendment No. 1 to the 2013 Plan Registration Statements to provide that such registration statements shall also cover the 3,634,203 shares of Common Stock representing (i) the shares of Common Stock that remain available for grant under the 2013 Plan as of May 14, 2020 and (ii) the shares of Common Stock subject to outstanding awards under the 2013 Plan as of May 14, 2020 that on or after May 14, 2020 may be forfeited, terminated, expire or otherwise lapse without being exercised (to the extent applicable), or may be settled in cash and that thus are or become issuable under the 2020 Plan.

EXHIBIT INDEX

Exhibit No.	Description
5.2	Opinion of Gibson, Dunn & Crutcher LLP (filed herewith).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Raleigh, North Carolina, on May 21, 2020.

BMC STOCK HOLDINGS, INC.
(Registrant)
By:	/s/ James F. Major, Jr.
	Executive Vice President, Chief Financial Officer and Treasurer

Pursuant to the requirements of the Securities Act of 1933, the following persons have signed this Post-Effective Amendment No. 1 to the Registration Statement in the capacities and on the date(s) indicated.

Signature	Title	Date
/s/ David E. Flitman	President, Chief Executive Officer and Director (Principal Executive Officer)	May 21, 2020
David E. Flitman
/s/ James F. Major, Jr.	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting officer)	May 21, 2020
James F. Major, Jr.
/s/ David Bullock	Director and Chairman of the Board	May 21, 2020
David Bullock
/s/ Mark Alexander	Director	May 21, 2020
Mark Alexander
/s/ Cheemin Bo-Linn	Director	May 21, 2020
Cheemin Bo-Linn
/s/ Cory J. Boydston	Director	May 21, 2020
Cory J. Boydston
/s/ Henry Buckley	Director	May 21, 2020
Henry Buckley
/s/ David L. Keltner	Director	May 21, 2020
David L. Keltner
/s/ Michael Miller	Director	May 21, 2020
Michael Miller
/s/ James O’Leary	Director	May 21, 2020
James O’Leary
/s/ Carl R. Vertuca, Jr.	Director	May 21, 2020
Carl R. Vertuca, Jr.

EX-5.2

	Gibson, Dunn & Crutcher LLP
	2001 Ross Avenue
	Dallas, TX 75201-2911
	Tel 214.698.3100
	www.gibsondunn.com

May 21, 2020

BMC Stock Holdings, Inc.

8020 Arco Corporate Drive, Suite 400

Raleigh, NC 27617

Re: BMC Stock Holdings, Inc., Post- Effective Amendment No. 1 to Registration Statements on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “First Registration Statement”) of BMC Stock Holdings, Inc., a Delaware corporation (the “Company”), filed on August 14, 2013, with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to 1,800,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), available for issuance under the Stock Building Supply Holdings, Inc. 2013 Incentive Compensation Plan (as amended, the “2013 Plan”). We have also examined the Registration Statement on Form S-8 of the Company filed on March 23, 2016, with the Commission to register an additional 3,800,000 shares of Common Stock under the 2013 Plan (the “Second Registration Statement,” and together with the First Registration Statement, the “2013 Plan Registration Statements”).

Pursuant to the terms of the BMC Stock Holdings, Inc. 2020 Incentive Compensation Plan (the “2020 Plan”), up to 3,634,203 Shares (such Shares, the “Rollover Shares”) will be available for issuance under the 2020 Plan representing (i) the shares of Common Stock that remained available for grant under the 2013 Plan as of May 14, 2020 and (ii) the shares of Common Stock subject to outstanding awards under the 2013 Plan as of May 14, 2020 that on or after May 14, 2020 may be forfeited, terminated, expire or otherwise lapse without being exercised (to the extent applicable), or may be settled in cash.

We have examined the Post-Effective Amendment No. 1 to the 2013 Plan Registration Statements to be filed with the Commission pursuant to the Securities Act, in connection with the offering by the Company of such Rollover Shares that may become available for issuance under the 2020 Plan.

In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the 2013 Plan, the 2020 Plan and such other documents, corporate records of the Company, certificates of officers of the Company and of public officials and other documents as we have deemed necessary or advisable to enable us to render this opinion. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity

BMC Stock Holdings, Inc.

May 21, 2020

Page 2

and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. We have also assumed that there are no agreements or understandings between or among the Company and any participants in the 2020 Plan that would expand, modify or otherwise affect the terms of the 2020 Plan or the respective rights or obligations of the participants thereunder. Finally, we have assumed the accuracy of all other information provided to us by the Company during the course of our investigations, on which we have relied in issuing the opinion expressed below.

Based upon the foregoing examination and in reliance thereon, and subject to the qualifications, assumptions and limitations stated herein and in reliance on the statements of fact contained in the documents that we have examined, we are of the opinion that the Rollover Shares, when issued and sold in accordance with the terms set forth in the 2020 Plan and against payment therefor, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and non-assessable.

We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretation thereof or such facts. We express no opinion regarding any state securities laws or regulations.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

Gibson, Dunn & Crutcher LLP