S-8

As filed with the Securities and Exchange Commission on September 8, 2011

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NCI BUILDING SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	76-0127701 (I.R.S. Employer Identification No.)
10943 North Sam Houston Parkway West Houston, Texas 77064 (Addresses of Principal Executive Offices)	77064 (Zip Code)

NCI 401(k) PROFIT SHARING PLAN

(Full title of the plan)

Todd R. Moore

Executive Vice President and General Counsel

10943 North Sam Houston Parkway West

Houston, Texas 77064

(Name and address of agent for service)

(281) 897-7788

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

copies to:

J. Eric Johnson Locke Lord Bissell & Liddell LLP 600 Travis Street, Suite 2800 Houston, Texas  77002 (713) 226-1200 Peter Talosig NCI Building Systems, Inc. 10943 N. Sam Houston Parkway W. Houston, Texas 77064 (281) 897-7762

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

Large accelerated filer o	Accelerated filer þ
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

Calculation of Registration Fee

Title of Securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee
Common Stock $0.01 par value per share (3)	2,400,000 shares	$8.525	$20,460,000	$2,375.41

(1) The shares of Common Stock, $0.01 par value (“Common Stock”) of NCI Building Systems, Inc. being registered hereby consist of shares to be acquired by the trustee pursuant to the 401(k) Profit Sharing Plan for the accounts of employee participants.

(2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the “Securities Act”), based upon the average of the high and low prices reported on the New York Stock Exchange on September 6, 2011 ($8.525 per share).

(3) Pursuant to Rule 416(a) under the Securities Act, this registration statement on Form S-8 shall be deemed to cover any additional shares of Common Stock of NCI Building Systems, Inc. that may be issued pursuant to stock splits, stock dividends or similar transactions. In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

The information called for in Part I of Form S-8 is not included in this registration statement on Form S-8 (“Registration Statement”) (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Explanatory Note

NCI Building Systems, Inc. (the “Company” or “NCI”) registered an aggregate of 1,100,000 shares of its Common Stock for purchase under the NCI 401(k) Profit Sharing Plan (the “Plan”) pursuant to a registration statement on Form S-8 filed with the Commission on March 15, 2011 (No. 333-172822).

Under this Registration Statement, the Company is registering an additional 2,400,000 shares of its Common Stock for purchase under the Plan. These additional shares of Common Stock will permit the Plan trustee to continue to acquire shares on the open market for the accounts of employee participants. These open market acquisitions will not be dilutive to existing holders of Common Stock.  The Company is not issuing or otherwise offering to sell any new shares of Common Stock in connection with this Registration Statement.

Pursuant to General Instruction E of Form S-8, the contents of the above-referenced prior registration statement are incorporated into this Registration Statement by reference to the extent not modified or superseded hereby or by any subsequently filed document which is incorporated by reference herein or therein.

Item 8.  Exhibits

See Index to Exhibits, which is incorporated herein by reference.

We hereby undertake that we have submitted or, to the extent we are required to do so, will submit the Plan and any amendment thereto to the Internal Revenue Service (the “IRS”) in a timely manner and have made or will make all changes required by the IRS in order to qualify the Plan.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on September 8, 2011.

NCI BUILDING SYSTEMS, INC.
By:	/s/ Norman C. Chambers
	Norman C. Chambers
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on September 8, 2011 by the following persons in the capacities indicated.

Name	Title
/s/ Norman C. Chambers	President, Chief Executive Officer and Director (Principal Executive Officer)
Norman C. Chambers
*Mark E. Johnson	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
*Richard Allen	Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer)
*Kathleen J. Affeldt	Director
*James G. Berges	Director
*Gary L. Forbes	Director
*John J. Holland	Director
*Lawrence J. Kremer	Director
*George Martinez	Director
*Nathan K. Sleeper	Director
*Jonathan L. Zrebiec	Director

* Norman C. Chambers, by signing his name hereto on the 8th day of September, 2011, does hereby sign this document pursuant to powers of attorney duly executed by the Officers and Directors named above, filed with the Commission on behalf of such Officers and Directors, all in the capacities and on the date indicated.

/s/       Norman C. Chambers    

Norman C. Chambers, Attorney in Fact

Pursuant to the requirements of the Securities Act of 1933, the Plan Administrator has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on September 8, 2011.

NCI 401(K) PROFIT SHARING PLAN
By:	/s/ Alice Hill
	Alice Hill, Chair
	Employee Benefits Administration Committee

INDEX TO EXHIBITS

Exhibit Number	Description
4.1	Amended and Restated NCI 401(k) Profit Sharing Plan, dated January 1, 2010 (filed as Exhibit 4.1 to NCI’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on March 15, 2011 and incorporated by reference herein).
*4.2	Amendment No. 1 to the Amended and Restated Plan, dated December 10, 2010.
*23.2	Consent of Ernst & Young LLP.
*24.1	Power of Attorney.

* Filed herewith

EX-4.2

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the NCI Building Systems, Inc. 401(k) Profit Sharing Plan of our reports dated December 21, 2010, with respect to the consolidated financial statements of NCI Building Systems, Inc. and the effectiveness of internal control over financial reporting of NCI Building Systems, Inc., included in the Annual Report (Form 10-K) of NCI Building Systems, Inc. for the year ended October 31, 2010, filed with the Securities and Exchange Commission.

/s/ Ernst & Young

Houston, Texas

September 8, 2011

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Norman C. Chambers, Mark E. Johnson and Todd R. Moore, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name, place and stead, in any and all capacities, to the Registration Statement on Form S-8 to be filed with respect to the NCI Building Systems, Inc. 401(k) Profit Sharing Plan and any or all amendments (including pre-effective and post-effective amendments) to the Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying, approving and confirming all that said attorneys-in-fact and agents or their substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/ Norman C. Chambers	President, Chief Executive Officer and Director	September 8, 2011
Norman C. Chambers	(Principal Executive Officer)
/s/ Mark E. Johnson	Executive Vice President—Chief Financial Officer and	September 8, 2011
Mark E. Johnson	Treasurer (Principal Financial Officer)
/s/ Richard Allen	Vice President, Finance and Chief Accounting Officer	September 8, 2011
Richard Allen	(Principal Accounting Officer)
/s/ Kathleen J. Affeldt	Director	September 8, 2011
Kathleen J. Affeldt
/s/ James G. Berges	Director	September 8, 2011
James G. Berges
/s/ Gary L. Forbes	Director	September 8, 2011
Gary L. Forbes
/s/ John J. Holland	Director	September 8, 2011
John J. Holland
/s/ Lawrence J. Kremer	Director	September 8, 2011
Lawrence J. Kremer
/s/ George Martinez	Director	September 8, 2011
George Martinez
/s/ Nathan K. Sleeper	Director	September 8, 2011
Nathan K. Sleeper
/s/ Jonathan L. Zrebiec	Director	September 8, 2011
Jonathan L. Zrebiec