S-8

As filed with the Securities and Exchange Commission on February 5, 2013

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

NCI Building Systems, Inc. 2003 Long-Term Stock Incentive Plan

(As Amended and Restated effective October 16, 2012)

(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:

Jonathan F. Lewis	Peter Talosig
Debevoise & Plimpton LLP	NCI Building Systems, Inc.
919 Third Avenue	10943 N. Sam Houston Parkway W.
New York, NY 10022	Houston, TX 77064
(212) 909-6916	(281) 897-7762

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 

				Proposed
			Proposed	maximum
	Title of Securities	Amount to be	maximum offering	aggregate offering	Amount of
Name of Plan	to be registered	registered(1)	price per share(2)	price(2)	registration fee
NCI Building Systems, Inc. 2003 Long-Term Stock Incentive Plan	Common Stock $0.01 par value per share	5,000,000	$15.45	$77,250,000		$10,536.90

(1) Pursuant to Rule 416(a), the number of shares of Common Stock registered hereunder includes such indeterminate additional shares of Common Stock as may be offered or issued to prevent dilution resulting from stock splits, stock dividends and similar transactions.

(2) Estimated pursuant to Rule 457(h) solely for the purpose of computing the registration fee based upon the average of the high and low prices reported in the consolidated reporting system for the Common Stock on the New York Stock Exchange on January 31, 2013.

PART I

INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

* This Registration Statement on Form S-8 (the “Registration Statement”) is being filed by NCI Building Systems, Inc. (the “Company” or “Registrant”) with respect to its 2003 Long-Term Stock Incentive Plan (the “LTIP” or “Plan”) referred to on the cover of this Registration Statement. Information required by Part I to be contained in the Section 10(a) prospectus for the Plan is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the Note to Part I of Form S-8. The document(s) containing the information required in Part I of this Registration Statement will be sent or given to each of the Company’s employees who is eligible to participate in the Plan, as specified by Rule 428(b)(1) under the Securities Act. Such document(s) are not being filed with the Securities and Exchange Commission (the “Commission”) but constitute (together with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

EXPLANATORY NOTE

This registration statement on Form S-8 registers additional securities of the same class as other securities for which registration statements on Form S-8 relating to the NCI Building Systems, Inc. 2003 Long-Term Incentive Plan are effective. Accordingly, pursuant to General Instruction E to Form S-8, NCI Building Systems, Inc. hereby incorporates by reference herein the contents of such registration statements on Form S-8 (Registration No. 333-111139, Registration No. 333-124266, Registration No. 333-162568 and Registration No. 333-166279 (together the “Previous Registration Statements”)), including any amendments thereto or filings incorporated therein, and hereby deems such contents to be a part hereof, except as otherwise updated or modified by this registration statement. The number of shares registered in each of the Previous Registration Statements has been adjusted to reflect our 1-for-5 reverse stock split effected on March 5, 2010.

Item 8. Exhibits

See Exhibit Index, which is incorporated herein by reference.

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 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 February 5, 2013.

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 February 5, 2013 by the following persons in the capacities indicated.

Name	Title
/s/ Norman C. Chambers	Chairman of the Board, 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 5^th day of February, 2013, 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 

INDEX TO EXHIBITS

Exhibit
Number	Description
4.6	NCI Building Systems, Inc. 2003 Long-Term Stock Incentive Plan (filed as Annex A to Schedule 14A dated January 28, 2013 and incorporated by reference herein)
*5.1	Opinion of Debevoise & Plimpton LLP
*23.1	Consent of Debevoise & Plimpton LLP (included in Exhibit 5.1)
*23.2	Consent of Independent Registered Public Accounting Firm
*24.1	Power of Attorney

*   Filed herewith

EX-5.1

Exhibit 5.1

 

February 4, 2013

NCI Building Systems, Inc.
10943 North Sam Houston Parkway West
Houston, Texas 77064

Re: NCI Building Systems, Inc. Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to NCI Building Systems, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to up to 5,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), which may be issued pursuant to the NCI Building Systems, Inc. 2003 Long-Term Stock Incentive Plan, as amended and restated as of October 16, 2012 (the “Plan”).

We have examined the originals, or copies certified or otherwise identified to our satisfaction, of the Plan and such other corporate records, documents, certificates or other instruments as in our judgment are necessary or appropriate to enable us to render the opinion set forth below. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof and the authenticity of the originals of such latter documentation.

The opinions expressed herein are limited to the laws of the State of Delaware.

Based on the foregoing, we are of the opinion that the 5,000,000 shares of Common Stock that are reserved for issuance pursuant to the Plan have been duly authorized and, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Company’s Registration Statement. In giving such consent, 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 Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Debevoise & Plimpton LLP

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. 2003 Long-Term Stock Incentive Plan of our reports dated December 21, 2012, 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) for the year ended October 28, 2012, filed with the Securities and Exchange Commission.

/s/ Ernst & Young

Houston, Texas

February 5, 2013

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. 2003 Long-Term Stock Incentive 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	Chairman of the Board, President and Chief	February 5, 2013
Norman C. Chambers	Executive Officer and Director
	(Principal Executive Officer)
/s/ Mark E. Johnson	Executive Vice President, Chief Financial
Mark E. Johnson	Officer and Treasurer (Principal Financial	February 5, 2013
	Officer)
/s/ Richard Allen	Vice President—Finance and Chief
Richard Allen	Accounting Officer (Principal Accounting	February 5, 2013
	Officer)
/s/ Kathleen J. Affeldt	Director
Kathleen J. Affeldt		February 5, 2013
/s/ James G. Berges	Director
James G. Berges		February 5, 2013
/s/ Gary L. Forbes	Director
Gary L. Forbes		February 5, 2013
/s/ John J. Holland	Director
John J. Holland		February 5, 2013
/s/ Lawrence J. Kremer	Director
Lawrence J. Kremer		February 5, 2013
/s/ George Martinez	Director
George Martinez		February 5, 2013
/s/ Nathan K. Sleeper	Director
Nathan K. Sleeper		February 5, 2013
/s/ Jonathan L. Zrebiec	Director
Jonathan L. Zrebiec		February 5, 2013