UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 17, 2012
Huttig Building Products, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-14982 | 43-0334550 | ||
| (State or other jurisdiction of incorporation ) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 555 Maryville University Dr., Suite 240, St. Louis, MO | 63141 | |||
| (Address of principal executive offices) | (Zip code) | |||
Registrant’s telephone number, including area code: (314) 216-2600
Former name or former address, if changed since last report: Not Applicable
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:
| ¨ | 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 5.02(b) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 17, 2012, Mr. Steven A. Wise resigned from the Board of Directors (the “Board”) of Huttig Building Products, Inc. (the “Company”), effective immediately. Mr. Wise was one of the designees on the Company’s Board of The Rugby Group Limited (“Rugby”). As described in Item 8.01 below, the Company recently repurchased shares of Company common stock owned by Rugby.
Item 8.01 Other Events.
On December 18, 2012, the Company completed a repurchase of 1,000,000 shares of its common stock, $.01 par value per share, in a private transaction with Rugby for an aggregate purchase price of $1,100,000. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
The following exhibit is attached hereto and filed herewith.
| Exhibit No. |
Description | |
| 99.1 | Press release dated December 20, 2012. | |
SIGNATURE
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.
| Huttig Building Products, Inc. | ||||||
| (Registrant) | ||||||
| Date: December 20, 2012 | /s/ Philip W. Keipp | |||||
| Name: | Philip W. Keipp | |||||
| Title: | Vice President and Chief Financial Officer | |||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press release dated December 20, 2012. | |