8-K

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): August 28, 2009

NCI BUILDING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

Delaware	1-14315	76-0127701
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)
10943 North Sam Houston Parkway West
Houston, Texas		77064
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (281) 897-7788

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 (see General Instruction A.2. below):

[X] 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 1.01 Entry into a Material Definitive Agreement.

Amendment to Investment Agreement

          On August 28, 2009, NCI Building Systems, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Investment Agreement, dated as of August 14, 2009, by and among the Company and Clayton, Dubilier & Rice Fund VIII, L.P. The Amendment, among other things, extends the date on which the Company is required to commence the exchange offer to acquire all of the Company’s existing 2.125% convertible notes due 2024 in exchange for a combination of in cash and shares of common stock, par value $0.01 per share, of the Company, until 11:59 p.m., Eastern Time, on September 9, 2009.

*         *         *

The foregoing description of the Amendment is a summary and is qualified in its entirety by reference to the full text of the Amendment. The Investment Agreement was attached as Exhibit 2.1 to the Company’s current report on Form 8-K filed on August 19, 2009, and the Amendment is attached hereto as Exhibit 2.1.

Additional Information and Where to Find It/Additional Disclosure

In connection with the proposed exchange offer by the Company to acquire all of the Company’s convertible notes, issued under that indenture, dated as of November 16, 2004, between the Company and The Bank of New York, as trustee, in exchange for cash and shares of Company common stock, the Company expects to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, a tender offer statement on Schedule TO and related documents and materials. Investors and security holders are strongly urged to carefully review the registration statement, the tender offer statement and the other related documents and materials filed with the SEC, as well as any amendments and supple ments thereto, when they become available because they will contain important information about the Company, the proposed exchange offer and related transactions.

The final offer document and prospectus relating to the proposed exchange offer will be mailed to the holders of the convertible notes. Investors and security holders may obtain a free copy of the registration statement, tender offer statement and the final offer document and prospectus (when available), as well as other documents filed by the Company with the SEC, at the SEC’s web site, www.sec.gov. Free copies of NCI's filings with the SEC may also be obtained from the Company's Investor Relations Department at P.O. Box 692055, Houston, Texas 77269-2055 or by phone at (281) 897-7788.

This Current Report on Form 8-K (including the exhibits and attachments hereto and thereto) shall not constitute an offer to exchange or sell, or the solicitation of an offer to exchange or buy, securities, nor shall there be any exchange or sale of such securities in any jurisdiction in which such offer, exchange, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Such an offer may be made solely by a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. Accordingly, the proposed offer for the Company’s convertible notes described in this communication has not commenced. At the time that the contemplated offer is commenced, the Company will file a statement on Schedule TO and a registration statement on Form S-4 with the SEC. The distribution of this communication may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions.

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Item 9.01. Financial Statements and Exhibits.

(d)      Exhibits:

2.1	Amendment, dated as of August 28, 2009, to the Investment Agreement, dated as of August 14,
	2009, by and between NCI Building Systems, Inc. and Clayton, Dubilier & Rice Fund VIII,
	L.P.

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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.

                                                               NCI BUILDING SYSTEMS, INC.

By:     /s/ Todd R. Moore
Name:     Todd R. Moore
Title:        Executive Vice President, 
                           Secretary & General Counsel

Date:  August 28, 2009

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EXHIBIT INDEX

Exhibit No.

2.1	Amendment, dated as of August 28, 2009, to the Investment Agreement, dated as of August 14,
	2009, by and between NCI Building Systems, Inc. and Clayton, Dubilier & Rice Fund VIII,
	L.P.

EX-2.1

Exhibit 2.1

AMENDMENT

TO

INVESTMENT AGREEMENT

BY AND BETWEEN

NCI BUILDING SYSTEMS, INC.

AND

CLAYTON, DUBILIER & RICE FUND VIII, L.P.

_________________________________

Dated as of August 28, 2009
_________________________________

AMENDMENT
TO
INVESTMENT AGREEMENT

          This AMENDMENT (this “Amendment”), dated as of August 28, 2009, to the Investment Agreement, dated as of August 14, 2009 (the “Investment Agreement”), by and between NCI BUILDING SYSTEMS, INC., a Delaware corporation, and CLAYTON, DUBILIER & RICE FUND VIII, L.P., a Cayman exempted limited partnership (the “Investor”).

WHEREAS, Section 13 of the Investment Agreement provides for the amendment of the Investment Agreement in accordance with the terms set forth therein;

WHEREAS, the parties desire to amend the Investment Agreement to provide (A) that the commencement of the Offer and of the solicitation for acceptances of the Prepackaged Plan be on or prior to 11:59 p.m., Eastern Time, on September 9, 2009, rather than prior to the open of business on the date that is the tenth Business Day after the date of the Investment Agreement and (B) for certain other matters set forth herein; and

WHEREAS, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Investment Agreement.

NOW THEREFORE, in consideration of the premises and of the respective representations, warranties, covenants and conditions contained herein, the parties hereto agree as follows:

Section 1.     Definitions; References. Unless otherwise specifically defined herein, each term used herein shall have the meaning assigned to such term in the Investment Agreement. Each reference in the Investment Agreement to “hereof,” “herein,” “hereunder,” “hereby”, “hereto” and “this Agreement” shall, from and after the date hereof, refer to the Investment Agreement as amended by this Amendment, and each reference in the Transaction Documents (other than the Investment Agreement) and in the Disclosure Letter to “the Investment Agreement” shall refer to the Investment Agreement a s amended by this Amendment.

Section 2.     Amendment to Section 6(d)(i). The first sentence of Section 6(d)(i) of the Investment Agreement is hereby amended and restated in its entirety to read as follows:

                    Provided that this Agreement shall not have been terminated in 
accordance with Section 8, the Company shall commence (within 
the meaning of Rule 13e-4(a)(4) promulgated under the Exchange 
Act) the Offer to purchase all of the Convertible Notes and solicit 
acceptances of the Prepackaged Plan with the Solicitation 
Materials on or prior to 11:59 p.m., Eastern Time, on September 9, 
2009.

Section 3.     Amendment to Section 6(k)(ii)(B). Each reference in Section 6(k)(ii)(B) of the Investment Agreement to “September 30, 2009” is amended to refer to “12:00 midnight,

New York City time, on the 20^th business day (as defined in Rule 14d-1 under the Exchange Act) following the commencement of the Offer”.

Section 4.     Amendment to Section 6(k)(vi)(A). Section 6(k)(vi)(A) of the Investment Agreement is hereby amended and restated in its entirety to read as follows:

“Company Transaction Proposal” means any inquiry, proposal or 
offer from any person or group of persons other than the Investor 
or its Affiliates relating to any (1) direct or indirect acquisition or 
purchase of a business that constitutes 20% or more of the net 
revenues, net income or assets of the Company and the Company’s 
Subsidiaries, taken as a whole, or 20% or more of any class or 
series of equity securities (or any indebtedness or other obligation 
that is exchangeable for or convertible into any such security, or 
any other right to acquire any such security, contingent or 
otherwise) of the Company, or (2) any tender offer or exchange 
offer, merger, reorganization, restructuring, consolidation, share 
exchange, business combination, recapitalization, liquidation, 
dissolution, equity infusion or similar transaction involving the 
Company (or any Subsidiary or Subsidiaries of the Company 
whose business constitutes 20% or more of the net revenues, net 
income or assets of the Company and its Subsidiaries, taken as a 
whole) that if consummated would result in any person or group of 
persons beneficially owning 20% or more of the voting rights of 
any class or series of capital stock of the Company;

Section 5.     Amendment to Section 8(b). Section 8(b) of the Investment Agreement is hereby amended and restated in its entirety to read as follows:

In the event that (i) this Agreement is terminated (x) by the 
Company pursuant to Section 8(a)(v) or (y) by the Investor 
pursuant to Section 8(a)(iv)(A) or (ii) (A) this Agreement (1) is 
terminated pursuant to Section 8(a)(iv) (other than pursuant to 
Section 8(a)(iv)(A)) or pursuant to Section 8(a)(iii) and at the time 
of such termination the Investor was not in material breach of any 
of its material covenants and agreements contained in this 
Agreement or its representations and warranties contained in this 
Agreement or (2) is terminated pursuant to Section 8(a)(i) and at 
the time of such termination the conditions set forth in Section 
3(a)(i) and Section 3(a)(ii) shall have been satisfied and the 
Investor was not in material breach of any of its material covenants 
and agreements contained in this Agreement or its representations 
and warranties contained in this Agreement and (B) the Company 
enters into a definitive agreement with respect to, or consummates, 
a transaction contemplated by any Qualifying Transaction within 
twelve months of the date this Agreement is terminated, then the 
Company shall pay the Termination Fee and the Company shall 
reimburse the Investor for all of the Transaction Expenses (net of

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any amounts previously paid or reimbursed pursuant to Section 8(c) 
and net of the Pre-Signing Expenses that have been previously paid 
or reimbursed by the Company), to the accounts specified on 
Schedule 8(b) hereto, with such Termination Fee being paid (I) at 
or prior to the time of termination in the case of a termination 
pursuant to Section 8(a)(v) or (II) on the earlier of entering into a 
definitive agreement with respect to or consummating a transaction 
contemplated by a Qualifying Transaction in the case of a 
termination for any of the reasons specified in clause (ii) of this 
paragraph and, in each case, such Transaction Expenses paid not 
later than two (2) Business Days after submission of reasonable 
supporting documentation thereof. Anything to the contrary 
notwithstanding, in no event shall the Company be required to pay 
the Termination Fee on more than one occasion.

Section 6.     Amendment to Section 8(d). The final sentence of Section 8(d) of the Investment Agreement is hereby amended and restated in its entirety to read as follows:

Following payment of the Termination Fee and/or Transaction 
Expenses, if, as and when provided for in Section 8(b) or Section 
8(c), the Company shall have no further liability to Investor of any 
nature or for any reason under this Agreement other than pursuant 
to Section 7(a)(iii) and other than liability arising out of or related 
to the willful breach of this Agreement on the part of the Company.

Section 7.     No Further Amendment. Except as expressly amended hereby, the Investment Agreement is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Investment Agreement or any of the documents referred to therein.

Section 8.     Effect of Amendment. This Amendment shall form a part of the Investment Agreement for all purposes, and each party thereto and hereto shall be bound hereby. From and after the execution of this Amendment by the parties hereto, any reference to the Investment Agreement shall be deemed a reference to the Investment Agreement as amended hereby. This Amendment shall be deemed to be in full force and effect from and after the execution of this Amendment by the parties hereto.

Section 9.     Miscellaneous. Section 12 (Successors and Assign); Section 13 (Amendments; Waiver); Section 14 (Headings); Section 15 (Severability); Section 16 (Liability Limitations); Section 17 (Integration); Section 18 (Governing Law); Section 19 (Counterparts); Section 23 (Specific Performance; Jurisdiction); Section 24 (Waiver of Jury Trial); Section 25 (Interpretation); Section 26 (No Third Party Beneficiaries); and Section 27 (Certain Considerations Relating to Bankruptcy) of the Investment Agreement shall apply to this Amendment, mutatis mutandis.

[Signature Page Follows]

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Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.

CLAYTON, DUBILIER & RICE FUND
VIII, L.P.
By:  CD&R Associates VIII, Ltd., its
general partner
By:	/s/ Theresa A Gore
Name:  Theresa A. Gore
Title:     Vice President, Treasurer and
	Assistant Secretary

[Signature Page to the Amendment to the Investment Agreement]

NCI BUILDING SYSTEMS, INC.
By:	/s/ Todd R. Moore
Name:  Todd R. Moore
Title:	Executive Vice President, General Counsel
	and Secretary

[Signature Page to the Amendment to the Investment Agreement]