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<TITLE>BLUELINX HOLDINGS, INC.</TITLE>
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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">As filed with the Securities and Exchange Commission on June&nbsp;9, 2008
</DIV>


<DIV align="right" style="font-size: 10pt; margin-top: 12pt">Registration Statement No.&nbsp;333-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 4pt"><DIV style="width: 100%; border-bottom: 3px double #000000; font-size: 1px">&nbsp;</DIV>
</DIV>

<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM S-8</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</B>
</DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>BlueLinx Holdings Inc.<BR>
<DIV style="width: 100%; border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV></B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>


<DIV align="center">
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    <TD align="center" valign="top">Delaware
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">77-0627356</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="3" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction of incorporation or organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(IRS Employer Identification Number)</TD>
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<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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<TR valign="bottom">
    <TD align="center" valign="top">4300 Wildwood Parkway</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">Atlanta, Georgia
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">30339</TD>
</TR>
<TR style="font-size: 1px">
    <TD colspan="3" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(Address of Principal Executive Offices)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Zip Code)</TD>
</TR>
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</TABLE>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan<BR>
<DIV style="width: 100%; border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV>
</DIV>

<DIV align="center" style="font-size: 10pt">(Full title of the plan)</DIV>



<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Matthew R. Nozemack, Esq.<BR>
Assistant General Counsel and Secretary<BR>
4300 Wildwood Parkway<BR>
Atlanta, Georgia 30339<BR>
(770)&nbsp;953-7000
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Copies to:
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Michael R. Littenberg, Esq.<BR>
Schulte Roth &#038; Zabel LLP<BR>
919 Third Avenue<BR>
New York, New York 10022<BR>
Ph: (212)&nbsp;756-2000<BR>
Fax: (212)&nbsp;593-5955<BR>
<DIV style="width: 100%; border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV>
</DIV>

<DIV align="center" style="font-size: 10pt">(Name, address and telephone number, including area code, of agent for service)</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">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 &#147;large accelerated
filer,&#148; &#147;accelerated filer,&#148; and &#147;small reporting company&#148; in Rule&nbsp;12b-2 of the Exchange Act.
</DIV>

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    <TD align="center" valign="top">Large accelerated filer <FONT face="Wingdings">&#111;</FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Accelerated filer <FONT face="Wingdings">&#254;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">Non-accelerated filer <FONT face="Wingdings">&#111;</FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Smaller reporting company <FONT face="Wingdings">&#111;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(Do not check if a smaller reporting company)</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
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<DIV align="center" style="font-size: 10pt; margin-top: 18pt">CALCULATION OF REGISTRATION FEE
</DIV>

<DIV align="center">
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    <TD width="1%">&nbsp;</TD>
</TR><TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="23" style="border-bottom: 3px double #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Proposed maximum</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Proposed maximum</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center">Title of securities to be</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Amount to be</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">offering price</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">aggregate offering</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Amount of</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center">registered</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">registered (1)</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">per share (2)</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">price (2)</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">registration fee (2)</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

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                    <TD style="border-top: 2px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Common Stock, par value
$.01 per share</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 2px solid #000000">1,500,000</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" style="border-top: 2px solid #000000">4.98</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" style="border-top: 2px solid #000000">7,470,000</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" style="border-top: 2px solid #000000">293.58</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="23" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>

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<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 6pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
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    <TD width="3%"></TD>
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    <TD width="96"></TD>
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<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>Represents additional shares of common stock, par value $0.01 per share (the &#147;Common Stock&#148;) of
BlueLinx Holdings Inc., a Delaware corporation (the &#147;Company,&#148; &#147;we,&#148; &#147;us,&#148; or &#147;our&#148;) reserved for
issuance upon the exercise of options and restricted shares of Common Stock granted or available to
be granted under the Company&#146;s Amended and Restated 2006 Long-Term Equity Incentive Plan (the
&#147;Plan&#148;). In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
&#147;Securities Act&#148;), this registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the plan described herein.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Estimated solely for the purpose of calculating the registration fee. Pursuant to Rules 457(c)
and 457(h)(1) of the Securities Act, the proposed maximum offering price per share, the proposed
maximum aggregate offering price and the amount of registration fee have been computed based on the
average of the high and low prices for the Common Stock reported on the New York Stock Exchange on
June&nbsp;4, 2008.</TD>
</TR>

</TABLE>


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<TR><TD colspan="9"><A HREF="#000">EXPLANATORY NOTE</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">Part I</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">Part II</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#004">EXHIBIT INDEX</A></TD></TR>
<TR><TD colspan="9"><A HREF="g13802exv5w1.htm">EX-5.1 OPINION OF SCHULTE, ROTH & ZABEL LLP</A></TD></TR>
<TR><TD colspan="9"><A HREF="g13802exv23w1.htm">EX-23.1 CONSENT OF ERNST & YOUNG LLP</A></TD></TR>
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<DIV align="center" style="font-size: 10pt; margin-top: 18pt">EXPLANATORY NOTE
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has prepared this registration statement in accordance with the requirements of Form
S-8 under the Securities Act to register 1,500,000 additional shares of the Company&#146;s common stock
issuable pursuant to the Company&#146;s Amended and Restated 2006 Long Term Equity Incentive Plan (the
&#147;Plan&#148;). The Plan, including the authorization of issuance of such additional shares, was approved
by the Company&#146;s stockholders at the annual meeting of stockholders on May&nbsp;21, 2008. The Plan is
an amendment and restatement of the Company&#146;s 2006 Long Term Equity Incentive Plan with respect to
which the Company filed a registration statement on Form S-8 with the Securities and Exchange
Commission on May&nbsp;31, 2006 (registration number 333-134612). The total number of shares of Company
common stock issuable under the Plan is 3,200,000, which includes the 1,500,000 shares of common
stock registered on this registration statement and the 1,700,000 shares of Company common stock
registered on the prior registration statement.
</DIV>
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<DIV align="left"><A NAME="001"></A></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Part I
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Item&nbsp;1. Plan Information.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The documents containing the information specified in Part&nbsp;I of Form S-8 will be sent or given
to participants in the plan covered by this Registration Statement in accordance with Form S-8 and
Rule&nbsp;428(b)(1) of the Securities Act. Such documents need not be filed with the Securities and
Exchange Commission (the &#147;Commission&#148;) either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule&nbsp;424 of the Securities Act. These documents
and the documents incorporated by reference in this Registration Statement pursuant to Item&nbsp;3 of
Part&nbsp;II of this Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Item&nbsp;2. Registrant Information and Employee Plan Annual Information.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The documents incorporated by reference in Item&nbsp;3 of Part&nbsp;II of this Registration Statement
are available to participants in the Plan, without charge, upon written or oral request, and they
are also incorporated by reference in the Section 10(a) prospectus described in Item&nbsp;1, above. Such request should be directed to the
Registrant at the address and telephone number listed on the cover page of this Registration
Statement.
</DIV>

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<DIV align="left"><A NAME="002"></A></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Part II
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Item&nbsp;3. Incorporation of Documents by Reference.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Commission allows us to &#147;incorporate by reference&#148; the information we file with the
Commission, which means we can disclose important information to investors by referring investors
to those documents. The information incorporated by reference is an important part of this
Registration Statement, and information we file later will automatically update and supersede this
information. The following documents are incorporated by reference:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;Our Annual Report on Form 10-K for the fiscal year ended December&nbsp;29, 2007, filed with the
Commission on February&nbsp;29, 2008.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;All other reports filed by us with the Commission pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;), since December&nbsp;30, 2007.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;The description of our Common Stock contained in our Registration Statement on Form 8-A,
filed with the Commission on December&nbsp;13, 2004, incorporating such description from our
Registration Statement on Form S-1 initially filed with the Commission on September&nbsp;2, 2004
(Registration No.&nbsp;333-118750) (as amended by Amendment No.&nbsp;1 thereto filed with the Commission on
October&nbsp;1, 2004, Amendment No.&nbsp;2 thereto filed with the Commission on October&nbsp;8, 2004, Amendment
No.&nbsp;3 thereto filed with the Commission on November&nbsp;26, 2004 and Amendment No.&nbsp;4 thereto filed with
the Commission on December&nbsp;10, 2004).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents filed by us pursuant to Sections&nbsp;13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof from the date of
filing of such documents. Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a statement contained
herein, or in any other subsequently filed document which also is or is deemed to be incorporated
by reference herein, modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Item&nbsp;4. Description of Securities.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Item&nbsp;5. Interests of Named Experts and Counsel.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Item&nbsp;6. Indemnification of Directors and Officers.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Indemnification Under the Delaware General Corporation Law</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 of the DGCL authorizes a corporation to indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that
the person is or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against expenses, including
attorneys&#146; fees, judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">connection with such action, suit or proceeding, if the person acted in good faith and in a manner
the person reasonably believed to be in, or not opposed to, the best interests of the corporation
and, with respect to any criminal action or proceeding, had no reasonable cause to believe the
person&#146;s conduct was unlawful. In addition, the DGCL does not permit indemnification in any
threatened, pending or completed action or suit by or in the right of the corporation in respect of
any claim, issue or matter as to which such person shall have been adjudged to be liable to the
corporation, unless and only to the extent that the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability, but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such
expenses, which such court shall deem proper. To the extent that a present or former director or
officer of a corporation has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to above, or in defense of any claim, issue or matter, such person
shall be indemnified against expenses, including attorneys&#146; fees, actually and reasonably incurred
by such person. Indemnity is mandatory to the extent a claim, issue or matter has been successfully
defended. The DGCL also allows a corporation to provide for the elimination or limit of the
personal liability of a director to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit
the liability of a director
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;for any breach of the director&#146;s duty of loyalty to the corporation or its stockholders,
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;for acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law,
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;for unlawful payments of dividends or unlawful stock purchases or redemptions, or
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;for any transaction from which the director derived an improper personal benefit.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These provisions will not limit the liability of directors or officers under the federal
securities laws of the United States.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><I>Indemnification Under the Company&#146;s Amended and Restated Certificate of Incorporation (the &#147;Charter&#148;)</I>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Fifth Article of the Company&#146;s Charter provides that the personal liability of the
directors of the Company shall be eliminated to the fullest extent permitted by the DGCL
(including, without limitation, paragraph (7)&nbsp;of subsection (b)&nbsp;of Section&nbsp;102 thereof), as the
same may be amended from time to time. No amendment or repeal of the Fifth Article shall apply to
or have any effect on the liability or alleged liability of any director of the Corporation for or
with respect to any acts or omissions of such director occurring prior to such amendment or repeal.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Sixth Article of the Company&#146;s Charter provides that the Company shall indemnify and hold
harmless, and advance expenses, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any person (a &#147;Covered Person&#148;) who (i)&nbsp;was or is a party or is
threatened to be made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action by or in the right
of the Company) by reason of the fact that he or she, or a person for whom he or she is the legal
representative, is or was a director or officer of the Company or, while a director or officer of
the Company, is or was serving at the request of the Company as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust, nonprofit entity or other
enterprise, including service with respect to employee benefit plans, against all liability and
loss suffered and expenses (including attorneys&#146; fees) judgments, fines and amounts paid in
settlement actually and reasonably incurred by such Covered Person in connection with such action
suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Company, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was unlawful or (ii)
was or is a party or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Company to procure a judgment in its favor by reason of
the fact that he or she, or a person for whom he or she is the legal representative, is or was a
director or officer of the Company or, while a director or officer of the Company, is or was
serving at the request of the Company as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust, nonprofit entity or other enterprise,
including service with respect to employee benefit plans, against all liability and loss suffered
and expenses (including attorneys&#146; fees)
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">actually and reasonably incurred by such Covered Person in connection with the defense or
settlement of such action or suit if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the Company, except as
otherwise provided by law. Notwithstanding the preceding sentence, except as otherwise provided in
the Amended and Restated Bylaws of the Company (as the same may provide from time to time) (the
&#147;Amended and Restated By-laws&#148;), the Company shall be required to indemnify a Covered Person in
connection with a proceeding (or part thereof) commenced by such Covered Person only if the
commencement of such proceeding (or part thereof) by the Covered Person was authorized by the
Amended and Restated By-laws, in any written agreement with the Company, or in the specific case by
the Board of Directors or stockholders; provided, however, that if successful in whole or in part
in any suit for the advancement of expenses or indemnification hereunder, the Covered Person shall
be entitled to payment of the expense of litigating such suit. Nothing in Article&nbsp;VI shall affect
any rights to indemnification or advancement of expenses to which directors, officers, employees or
agents of the Company otherwise may be entitled under the Amended and Restated By-laws, any written
agreement with the Company or otherwise. The Company may, to the extent authorized from time to
time by the Board of Directors or stockholders, grant rights to indemnification and to the
advancement of expenses to any employee or agent of the Company to the fullest extent of the
provisions of Article&nbsp;VI with respect to the indemnification and advancement of expenses of
directors and officers of the Company. Without limiting the generality or the effect of the
foregoing, the Company may enter into one or more agreements with any person that provides for
indemnification greater or different than that provided in Article&nbsp;VI. No amendment or repeal of
this Article&nbsp;VI shall adversely affect any right or protection existing thereunder or pursuant
thereto immediately prior to such amendment or repeal.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><I>Indemnification Under the Amended and Restated By-laws</I>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5.01 of Article&nbsp;V of the Company&#146;s Amended and Restated By-laws provides that the
Company shall indemnify and hold harmless, and advance expenses, to the fullest extent permitted by
applicable law as it presently exists or may hereafter be amended, any person (a &#147;Covered Person&#148;)
who (1)&nbsp;was or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Company) by reason of the fact that he or she, or a
person for whom he or she is the legal representative, is or was a director or officer of the
Company or, while a director or officer of the Company, is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation or of a partnership, joint
venture, trust, nonprofit entity or other enterprise, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses (including attorneys&#146; fees)
judgments, fines and amounts paid in settlement actually and reasonably incurred by such Covered
Person in connection with such action suit or proceeding if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best interests of the Company,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful or (2)&nbsp;was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the Company to procure a
judgment in its favor by reason of the fact that he or she, or a person for whom he or she is the
legal representative, is or was a director or officer of the Company or, while a director or
officer of the Company, is or was serving at the request of the Company as a director, officer,
employee or agent of another corporation or of a partnership, joint venture, trust, nonprofit
entity or other enterprise, including service with respect to employee benefit plans, against all
liability and loss suffered and expenses (including attorneys&#146; fees) actually and reasonably
incurred by such Covered Person in connection with the defense or settlement of such action or suit
if he or she acted in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Company, except as otherwise provided by law. Notwithstanding
the preceding sentence, except as otherwise provided in the Amended and Restated By-laws, the
Company shall be required to indemnify a Covered Person in connection with a proceeding (or part
thereof) commenced by such Covered Person only if the commencement of such proceeding (or part
thereof) by the Covered Person was authorized by the Amended and Restated By-laws, in any written
agreement with the Company, or in the specific case by the Board or stockholders; provided,
however, that if successful in whole or in part in any suit for the advancement of expenses or
indemnification hereunder, the Covered Person shall be entitled to payment of the expense of
litigating such suit. Nothing in Article&nbsp;V shall affect any rights to indemnification or
advancement of expenses to which directors, officers, employees or agents of the Company otherwise
may be entitled under the Amended and Restated By-laws, any written agreement with the Company or
otherwise. The Company may, to the extent authorized from time to time by the Board or
stockholders, grant rights to indemnification and to the advancement of expenses to any employee or
agent of the Company to the fullest extent of the provisions of Article&nbsp;V with respect to the
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">indemnification and advancement of expenses of directors and officers of the Company. Without
limiting the generality or the effect of the foregoing, the Company may enter into one or more
agreements with any person that provides for indemnification greater or different than that
provided in Article&nbsp;V. No amendment or repeal of Article&nbsp;V shall adversely affect any right or
protection existing thereunder or pursuant thereto immediately prior to such amendment or repeal.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5.02 of Article&nbsp;V of the Company&#146;s Amended and Restated By-laws provides that it is
the intent of Article&nbsp;V to require the Company, unless otherwise determined by the Board or as
provided for in Section&nbsp;5.01 in the case of a proceeding (or part thereof) commenced by a Covered
Person, to indemnify the Covered Persons for judgments, fines, penalties, amounts paid in
settlement and expenses (including attorneys&#146; fees), and to advance expenses to such persons, in
each and every circumstance in which such indemnification and such advancement of expenses could
lawfully be permitted by express provision of the Amended and Restated By-laws, and the
indemnification and expense advancement provided by Article&nbsp;V shall not be limited by the absence
of an express recital of such circumstances.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5.03 of Article&nbsp;V of the Company&#146;s Amended and Restated By-laws provides that
indemnification pursuant to the Amended and Restated By-laws shall inure to the benefit of the
heirs, executors, administrators and personal representatives of the Covered Persons.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5.04 of Article&nbsp;V of the Company&#146;s Amended and Restated By-laws provides that the
Company shall to the fullest extent not prohibited by applicable law pay the expenses (including
attorneys&#146; fees) incurred by a Covered Person in defending any proceeding in advance of its final
disposition, <U>provided</U>, <U>however</U>, that, to the extent required by law, such payment
of expenses in advance of the final disposition of the proceeding shall be made only upon receipt
of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately
determined that the Covered Person is not entitled to be indemnified under Article&nbsp;V or otherwise.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5.05 of Article&nbsp;V of the Company&#146;s Amended and Restated By-laws provides that if a
claim for indemnification (following the final disposition of such action, suit or proceeding) or
advancement of expenses under Article&nbsp;V is not paid in full within thirty days after a written
claim therefor by the Covered Person has been received by the Company, the Covered Person may file
suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be
entitled to be paid the expense of prosecuting such claim. In any such action the Company shall
have the burden of proving that the Covered Person is not entitled to the requested indemnification
or advancement of expenses under applicable law.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5.06 of Article&nbsp;V of the Company&#146;s Amended and Restated By-laws provides that the
rights conferred on any Covered Person by Article&nbsp;V shall not be exclusive of any other rights
which such Covered Person may have or hereafter acquire under any statute, provision of the
Charter, the Amended and Restated By-laws, agreement, vote of stockholders or disinterested
directors or otherwise.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5.07 of Article&nbsp;V of the Company&#146;s Amended and Restated By-laws provides that the
Company&#146;s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or
is serving at its request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount
such Covered Person may collect as indemnification or advancement of expenses from such other
corporation, partnership, joint venture, trust, enterprise or non-profit entity.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><I>Indemnification Under Indemnification Agreements With Certain of Our Directors and Officers</I>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Reference is made to the form of Indemnification Agreement entered into between the Company
and certain of its directors and officers, pursuant to which the Company agreed to indemnify such
persons to the fullest extent permitted by Delaware law, as the same may be amended from time to
time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Item&nbsp;7. Exemption from Registration Claimed.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Item&nbsp;8. Exhibits.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following is a complete list of exhibits filed as part of this Registration Statement:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="88%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" colspan="3">EXHIBIT</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">NUMBER</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">DESCRIPTION</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">5.1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Opinion of Schulte Roth &#038; Zabel LLP.</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">10.1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">BlueLinx Holdings Inc. Amended and Restated 2006 Long-Term Equity Incentive
Plan (incorporated by reference to Appendix&nbsp;A to the Company&#146;s Definitive
Proxy Statement for the 2008 Annual Meeting of Stockholders, filed with the
Commission on April&nbsp;16, 2008).</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">23.1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Consent of Ernst &#038; Young LLP.</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">23.2</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Consent of Schulte Roth &#038; Zabel LLP (incorporated by reference in Exhibit&nbsp;5.1).</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">24</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Power of Attorney (included on signature page).</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Item&nbsp;9. Undertakings.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The undersigned registrant hereby undertakes:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;To file, during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;To include any prospectus required by Section&nbsp;10(a)(3) of the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;To reflect in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20&nbsp;percent change in the maximum aggregate
offering price set forth in the &#147;Calculation of Registration Fee&#148; table in the effective
Registration Statement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;To include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to such information in
the Registration Statement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;That, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant&#146;s annual report pursuant to
section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan&#146;s annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial <I>bona fide </I>offering thereof.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link1 "SIGNATURES" -->
<DIV align="left"><A NAME="003"></A></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">SIGNATURES
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act, 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 Atlanta, State of Georgia, on the 9<SUP style="font-size: 85%; vertical-align: text-top">th</SUP> day of June, 2008.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">BLUELINX HOLDINGS INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Howard S. Cohen
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">Howard S. Cohen&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">Chief Executive Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby
constitutes and appoints Howard S. Cohen and Matthew R. Nozemack, or any one of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him
and in his name, place, and stead, in any and all capacities, to sign any and all amendments to the
Registration Statement, including post-effective amendments thereto and any registration statements
filed pursuant to Rule&nbsp;462 under the Securities Act of 1933, and to file the same, with all
exhibits hereto, and other documents in connection therewith, with the Securities and Exchange
Commission, and does hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them,
or their or his substitute, may lawfully do or cause to be done by virtue hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="14%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Signature</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Title</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Date</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" nowrap valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Howard S. Cohen
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Howard S. Cohen</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Chief Executive Officer and
Chairman of the<br>Board of Directors
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">June 9, 2008</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ H.D. Goforth
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
H.D. Goforth</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Chief Financial Officer and
Treasurer
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">June 9, 2008</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Richard S. Grant
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Richard S. Grant</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">June 9, 2008</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->9<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="14%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Signature</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Title</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Date</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Richard B. Marchese
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Richard B. Marchese</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">June 9, 2008</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Steven F. Mayer
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Steven F. Mayer</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">June 9, 2008</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Charles H. McElrea
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Charles H. McElrea</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">June 9, 2008</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Alan H. Schumacher
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Alan H. Schumacher</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">June 9, 2008</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Mark A. Suwyn
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Mark A. Suwyn</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">June 9, 2008</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Robert G. Warden
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Robert G. Warden</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">June 9, 2008</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ M. Richard Warner
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
M. Richard Warner</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">June 9, 2008</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act, the Board, as Administrator of the Plan,
has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Atlanta, State of Georgia, on the 9<SUP style="font-size: 85%; vertical-align: text-top">th</SUP> day of
June, 2008.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">BLUELINX HOLDINGS INC.<BR>
2006 LONG TERM EQUITY INCENTIVE PLAN<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Matthew R. Nozemack
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">Matthew R. Nozemack&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">Secretary&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt"><!-- Folio -->10<!-- /Folio -->
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


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<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>

</TABLE>
<!-- link1 "EXHIBIT INDEX" -->
<DIV align="left"><A NAME="004"></A></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">EXHIBIT INDEX
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="88%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" colspan="3">EXHIBIT</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">NUMBER</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">DESCRIPTION</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">5.1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Opinion of Schulte Roth &#038; Zabel LLP.</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">10.1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">BlueLinx Holdings Inc. Amended and Restated 2006 Long-Term Equity Incentive
Plan (incorporated by reference to Appendix&nbsp;A to the Company&#146;s Definitive
Proxy Statement for the 2008 Annual Meeting of Stockholders, filed with the
Commission on April&nbsp;16, 2008).</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">23.1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Consent of Ernst &#038; Young LLP.</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">23.2</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Consent of Schulte Roth &#038; Zabel LLP (incorporated by reference in Exhibit&nbsp;5.1).</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">24</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Power of Attorney (included on signature page).</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->11<!-- /Folio -->
</DIV>

</BODY>
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BLUELINX HOLDINGS, INC.
Table of Contents
As filed with the Securities and Exchange Commission on June 9, 2008
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BlueLinx Holdings Inc.
(Exact name of registrant as specified in its charter)
Delaware
77-0627356
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification Number)
4300 Wildwood Parkway
Atlanta, Georgia
30339
(Address of Principal Executive Offices)
(Zip Code)
BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan
(Full title of the plan)
Matthew R. Nozemack, Esq.
Assistant General Counsel and Secretary
4300 Wildwood Parkway
Atlanta, Georgia 30339
(770) 953-7000
Copies to:
Michael R. Littenberg, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
Ph: (212) 756-2000
Fax: (212) 593-5955
(Name, address and telephone number, including area code, of agent for service)
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 "small reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
Accelerated filer
þ
Non-accelerated filer
o
Smaller reporting company
o
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
Proposed maximum
Proposed maximum
Title of securities to be
Amount to be
offering price
aggregate offering
Amount of
registered
registered (1)
per share (2)
price (2)
registration fee (2)
Common Stock, par value
$.01 per share
1,500,000
$
4.98
$
7,470,000
$
293.58
(1)
Represents additional shares of common stock, par value $0.01 per share (the "Common Stock") of
BlueLinx Holdings Inc., a Delaware corporation (the "Company," "we," "us," or "our") reserved for
issuance upon the exercise of options and restricted shares of Common Stock granted or available to
be granted under the Company's Amended and Restated 2006 Long-Term Equity Incentive Plan (the
"Plan"). In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the plan described herein.
(2)
Estimated solely for the purpose of calculating the registration fee. Pursuant to Rules 457(c)
and 457(h)(1) of the Securities Act, the proposed maximum offering price per share, the proposed
maximum aggregate offering price and the amount of registration fee have been computed based on the
average of the high and low prices for the Common Stock reported on the New York Stock Exchange on
June 4, 2008.
TABLE OF CONTENTS
EXPLANATORY NOTE
Part I
Part II
SIGNATURES
EXHIBIT INDEX
EX-5.1 OPINION OF SCHULTE, ROTH & ZABEL LLP
EX-23.1 CONSENT OF ERNST & YOUNG LLP
Table of Contents
EXPLANATORY NOTE
The Company has prepared this registration statement in accordance with the requirements of Form
S-8 under the Securities Act to register 1,500,000 additional shares of the Company's common stock
issuable pursuant to the Company's Amended and Restated 2006 Long Term Equity Incentive Plan (the
"Plan"). The Plan, including the authorization of issuance of such additional shares, was approved
by the Company's stockholders at the annual meeting of stockholders on May 21, 2008. The Plan is
an amendment and restatement of the Company's 2006 Long Term Equity Incentive Plan with respect to
which the Company filed a registration statement on Form S-8 with the Securities and Exchange
Commission on May 31, 2006 (registration number 333-134612). The total number of shares of Company
common stock issuable under the Plan is 3,200,000, which includes the 1,500,000 shares of common
stock registered on this registration statement and the 1,700,000 shares of Company common stock
registered on the prior registration statement.
Part I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in Part I of Form S-8 will be sent or given
to participants in the plan covered by this Registration Statement in accordance with Form S-8 and
Rule 428(b)(1) of the Securities Act. Such documents need not be filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents
and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
The documents incorporated by reference in Item 3 of Part II of this Registration Statement
are available to participants in the Plan, without charge, upon written or oral request, and they
are also incorporated by reference in the Section 10(a) prospectus described in Item 1, above. Such request should be directed to the
Registrant at the address and telephone number listed on the cover page of this Registration
Statement.
2
Table of Contents
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Commission allows us to "incorporate by reference" the information we file with the
Commission, which means we can disclose important information to investors by referring investors
to those documents. The information incorporated by reference is an important part of this
Registration Statement, and information we file later will automatically update and supersede this
information. The following documents are incorporated by reference:
1. Our Annual Report on Form 10-K for the fiscal year ended December 29, 2007, filed with the
Commission on February 29, 2008.
2. All other reports filed by us with the Commission pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 30, 2007.
3. The description of our Common Stock contained in our Registration Statement on Form 8-A,
filed with the Commission on December 13, 2004, incorporating such description from our
Registration Statement on Form S-1 initially filed with the Commission on September 2, 2004
(Registration No. 333-118750) (as amended by Amendment No. 1 thereto filed with the Commission on
October 1, 2004, Amendment No. 2 thereto filed with the Commission on October 8, 2004, Amendment
No. 3 thereto filed with the Commission on November 26, 2004 and Amendment No. 4 thereto filed with
the Commission on December 10, 2004).
All documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof from the date of
filing of such documents. Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a statement contained
herein, or in any other subsequently filed document which also is or is deemed to be incorporated
by reference herein, modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Indemnification Under the Delaware General Corporation Law
Section 145 of the DGCL authorizes a corporation to indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that
the person is or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in
3
Table of Contents
connection with such action, suit or proceeding, if the person acted in good faith and in a manner
the person reasonably believed to be in, or not opposed to, the best interests of the corporation
and, with respect to any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. In addition, the DGCL does not permit indemnification in any
threatened, pending or completed action or suit by or in the right of the corporation in respect of
any claim, issue or matter as to which such person shall have been adjudged to be liable to the
corporation, unless and only to the extent that the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability, but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such
expenses, which such court shall deem proper. To the extent that a present or former director or
officer of a corporation has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to above, or in defense of any claim, issue or matter, such person
shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred
by such person. Indemnity is mandatory to the extent a claim, issue or matter has been successfully
defended. The DGCL also allows a corporation to provide for the elimination or limit of the
personal liability of a director to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit
the liability of a director
(1) for any breach of the director's duty of loyalty to the corporation or its stockholders,
(2) for acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law,
(3) for unlawful payments of dividends or unlawful stock purchases or redemptions, or
(4) for any transaction from which the director derived an improper personal benefit.
These provisions will not limit the liability of directors or officers under the federal
securities laws of the United States.
Indemnification Under the Company's Amended and Restated Certificate of Incorporation (the "Charter")
The Fifth Article of the Company's Charter provides that the personal liability of the
directors of the Company shall be eliminated to the fullest extent permitted by the DGCL
(including, without limitation, paragraph (7) of subsection (b) of Section 102 thereof), as the
same may be amended from time to time. No amendment or repeal of the Fifth Article shall apply to
or have any effect on the liability or alleged liability of any director of the Corporation for or
with respect to any acts or omissions of such director occurring prior to such amendment or repeal.
The Sixth Article of the Company's Charter provides that the Company shall indemnify and hold
harmless, and advance expenses, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any person (a "Covered Person") who (i) was or is a party or is
threatened to be made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action by or in the right
of the Company) by reason of the fact that he or she, or a person for whom he or she is the legal
representative, is or was a director or officer of the Company or, while a director or officer of
the Company, is or was serving at the request of the Company as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust, nonprofit entity or other
enterprise, including service with respect to employee benefit plans, against all liability and
loss suffered and expenses (including attorneys' fees) judgments, fines and amounts paid in
settlement actually and reasonably incurred by such Covered Person in connection with such action
suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Company, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was unlawful or (ii)
was or is a party or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Company to procure a judgment in its favor by reason of
the fact that he or she, or a person for whom he or she is the legal representative, is or was a
director or officer of the Company or, while a director or officer of the Company, is or was
serving at the request of the Company as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust, nonprofit entity or other enterprise,
including service with respect to employee benefit plans, against all liability and loss suffered
and expenses (including attorneys' fees)
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actually and reasonably incurred by such Covered Person in connection with the defense or
settlement of such action or suit if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the Company, except as
otherwise provided by law. Notwithstanding the preceding sentence, except as otherwise provided in
the Amended and Restated Bylaws of the Company (as the same may provide from time to time) (the
"Amended and Restated By-laws"), the Company shall be required to indemnify a Covered Person in
connection with a proceeding (or part thereof) commenced by such Covered Person only if the
commencement of such proceeding (or part thereof) by the Covered Person was authorized by the
Amended and Restated By-laws, in any written agreement with the Company, or in the specific case by
the Board of Directors or stockholders; provided, however, that if successful in whole or in part
in any suit for the advancement of expenses or indemnification hereunder, the Covered Person shall
be entitled to payment of the expense of litigating such suit. Nothing in Article VI shall affect
any rights to indemnification or advancement of expenses to which directors, officers, employees or
agents of the Company otherwise may be entitled under the Amended and Restated By-laws, any written
agreement with the Company or otherwise. The Company may, to the extent authorized from time to
time by the Board of Directors or stockholders, grant rights to indemnification and to the
advancement of expenses to any employee or agent of the Company to the fullest extent of the
provisions of Article VI with respect to the indemnification and advancement of expenses of
directors and officers of the Company. Without limiting the generality or the effect of the
foregoing, the Company may enter into one or more agreements with any person that provides for
indemnification greater or different than that provided in Article VI. No amendment or repeal of
this Article VI shall adversely affect any right or protection existing thereunder or pursuant
thereto immediately prior to such amendment or repeal.
Indemnification Under the Amended and Restated By-laws
Section 5.01 of Article V of the Company's Amended and Restated By-laws provides that the
Company shall indemnify and hold harmless, and advance expenses, to the fullest extent permitted by
applicable law as it presently exists or may hereafter be amended, any person (a "Covered Person")
who (1) was or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Company) by reason of the fact that he or she, or a
person for whom he or she is the legal representative, is or was a director or officer of the
Company or, while a director or officer of the Company, is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation or of a partnership, joint
venture, trust, nonprofit entity or other enterprise, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses (including attorneys' fees)
judgments, fines and amounts paid in settlement actually and reasonably incurred by such Covered
Person in connection with such action suit or proceeding if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best interests of the Company,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful or (2) was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the Company to procure a
judgment in its favor by reason of the fact that he or she, or a person for whom he or she is the
legal representative, is or was a director or officer of the Company or, while a director or
officer of the Company, is or was serving at the request of the Company as a director, officer,
employee or agent of another corporation or of a partnership, joint venture, trust, nonprofit
entity or other enterprise, including service with respect to employee benefit plans, against all
liability and loss suffered and expenses (including attorneys' fees) actually and reasonably
incurred by such Covered Person in connection with the defense or settlement of such action or suit
if he or she acted in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Company, except as otherwise provided by law. Notwithstanding
the preceding sentence, except as otherwise provided in the Amended and Restated By-laws, the
Company shall be required to indemnify a Covered Person in connection with a proceeding (or part
thereof) commenced by such Covered Person only if the commencement of such proceeding (or part
thereof) by the Covered Person was authorized by the Amended and Restated By-laws, in any written
agreement with the Company, or in the specific case by the Board or stockholders; provided,
however, that if successful in whole or in part in any suit for the advancement of expenses or
indemnification hereunder, the Covered Person shall be entitled to payment of the expense of
litigating such suit. Nothing in Article V shall affect any rights to indemnification or
advancement of expenses to which directors, officers, employees or agents of the Company otherwise
may be entitled under the Amended and Restated By-laws, any written agreement with the Company or
otherwise. The Company may, to the extent authorized from time to time by the Board or
stockholders, grant rights to indemnification and to the advancement of expenses to any employee or
agent of the Company to the fullest extent of the provisions of Article V with respect to the
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indemnification and advancement of expenses of directors and officers of the Company. Without
limiting the generality or the effect of the foregoing, the Company may enter into one or more
agreements with any person that provides for indemnification greater or different than that
provided in Article V. No amendment or repeal of Article V shall adversely affect any right or
protection existing thereunder or pursuant thereto immediately prior to such amendment or repeal.
Section 5.02 of Article V of the Company's Amended and Restated By-laws provides that it is
the intent of Article V to require the Company, unless otherwise determined by the Board or as
provided for in Section 5.01 in the case of a proceeding (or part thereof) commenced by a Covered
Person, to indemnify the Covered Persons for judgments, fines, penalties, amounts paid in
settlement and expenses (including attorneys' fees), and to advance expenses to such persons, in
each and every circumstance in which such indemnification and such advancement of expenses could
lawfully be permitted by express provision of the Amended and Restated By-laws, and the
indemnification and expense advancement provided by Article V shall not be limited by the absence
of an express recital of such circumstances.
Section 5.03 of Article V of the Company's Amended and Restated By-laws provides that
indemnification pursuant to the Amended and Restated By-laws shall inure to the benefit of the
heirs, executors, administrators and personal representatives of the Covered Persons.
Section 5.04 of Article V of the Company's Amended and Restated By-laws provides that the
Company shall to the fullest extent not prohibited by applicable law pay the expenses (including
attorneys' fees) incurred by a Covered Person in defending any proceeding in advance of its final
disposition,
provided
,
however
, that, to the extent required by law, such payment
of expenses in advance of the final disposition of the proceeding shall be made only upon receipt
of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately
determined that the Covered Person is not entitled to be indemnified under Article V or otherwise.
Section 5.05 of Article V of the Company's Amended and Restated By-laws provides that if a
claim for indemnification (following the final disposition of such action, suit or proceeding) or
advancement of expenses under Article V is not paid in full within thirty days after a written
claim therefor by the Covered Person has been received by the Company, the Covered Person may file
suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be
entitled to be paid the expense of prosecuting such claim. In any such action the Company shall
have the burden of proving that the Covered Person is not entitled to the requested indemnification
or advancement of expenses under applicable law.
Section 5.06 of Article V of the Company's Amended and Restated By-laws provides that the
rights conferred on any Covered Person by Article V shall not be exclusive of any other rights
which such Covered Person may have or hereafter acquire under any statute, provision of the
Charter, the Amended and Restated By-laws, agreement, vote of stockholders or disinterested
directors or otherwise.
Section 5.07 of Article V of the Company's Amended and Restated By-laws provides that the
Company's obligation, if any, to indemnify or to advance expenses to any Covered Person who was or
is serving at its request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount
such Covered Person may collect as indemnification or advancement of expenses from such other
corporation, partnership, joint venture, trust, enterprise or non-profit entity.
Indemnification Under Indemnification Agreements With Certain of Our Directors and Officers
Reference is made to the form of Indemnification Agreement entered into between the Company
and certain of its directors and officers, pursuant to which the Company agreed to indemnify such
persons to the fullest extent permitted by Delaware law, as the same may be amended from time to
time.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
The following is a complete list of exhibits filed as part of this Registration Statement:
EXHIBIT
NUMBER
DESCRIPTION
5.1
Opinion of Schulte Roth & Zabel LLP.
10.1
BlueLinx Holdings Inc. Amended and Restated 2006 Long-Term Equity Incentive
Plan (incorporated by reference to Appendix A to the Company's Definitive
Proxy Statement for the 2008 Annual Meeting of Stockholders, filed with the
Commission on April 16, 2008).
23.1
Consent of Ernst & Young LLP.
23.2
Consent of Schulte Roth & Zabel LLP (incorporated by reference in Exhibit 5.1).
24
Power of Attorney (included on signature page).
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act.
(ii) To reflect in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the effective
Registration Statement.
(iii) To include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to such information in
the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial
bona fide
offering thereof.
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(h) Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Atlanta, State of Georgia, on the 9
th
day of June, 2008.
BLUELINX HOLDINGS INC.
By:
/s/ Howard S. Cohen
Name:
Howard S. Cohen
Title:
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby
constitutes and appoints Howard S. Cohen and Matthew R. Nozemack, or any one of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him
and in his name, place, and stead, in any and all capacities, to sign any and all amendments to the
Registration Statement, including post-effective amendments thereto and any registration statements
filed pursuant to Rule 462 under the Securities Act of 1933, and to file the same, with all
exhibits hereto, and other documents in connection therewith, with the Securities and Exchange
Commission, and does hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them,
or their or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Howard S. Cohen
Howard S. Cohen
Chief Executive Officer and
Chairman of the
Board of Directors
June 9, 2008
/s/ H.D. Goforth
H.D. Goforth
Chief Financial Officer and
Treasurer
June 9, 2008
/s/ Richard S. Grant
Richard S. Grant
Director
June 9, 2008
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Signature
Title
Date
/s/ Richard B. Marchese
Richard B. Marchese
Director
June 9, 2008
/s/ Steven F. Mayer
Steven F. Mayer
Director
June 9, 2008
/s/ Charles H. McElrea
Charles H. McElrea
Director
June 9, 2008
/s/ Alan H. Schumacher
Alan H. Schumacher
Director
June 9, 2008
/s/ Mark A. Suwyn
Mark A. Suwyn
Director
June 9, 2008
/s/ Robert G. Warden
Robert G. Warden
Director
June 9, 2008
/s/ M. Richard Warner
M. Richard Warner
Director
June 9, 2008
Pursuant to the requirements of the Securities Act, the Board, as Administrator of the Plan,
has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Atlanta, State of Georgia, on the 9
th
day of
June, 2008.
BLUELINX HOLDINGS INC.
2006 LONG TERM EQUITY INCENTIVE PLAN
By:
/s/ Matthew R. Nozemack
Name:
Matthew R. Nozemack
Title:
Secretary
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EXHIBIT INDEX
EXHIBIT
NUMBER
DESCRIPTION
5.1
Opinion of Schulte Roth & Zabel LLP.
10.1
BlueLinx Holdings Inc. Amended and Restated 2006 Long-Term Equity Incentive
Plan (incorporated by reference to Appendix A to the Company's Definitive
Proxy Statement for the 2008 Annual Meeting of Stockholders, filed with the
Commission on April 16, 2008).
23.1
Consent of Ernst & Young LLP.
23.2
Consent of Schulte Roth & Zabel LLP (incorporated by reference in Exhibit 5.1).
24
Power of Attorney (included on signature page).
11