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


<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</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: 10pt; 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>GIBRALTAR INDUSTRIES, INC.</B>
</DIV>

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


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
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<TR></TR>
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<TR valign="bottom">
    <TD align="center" valign="top"><B>Delaware<BR>
(State or other jurisdiction of <BR>
incorporation or organization)</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>16-1445150<BR>
(IRS Employer<BR>
Identification No.)</B></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>3556 Lake Shore Road<BR>
P.O. Box 2028<BR>
Buffalo, New York<BR>
14219-0228<BR>
(Address of Principal Executive Offices)</B></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Gibraltar Industries, Inc. 2005 Equity Incentive Plan<BR>
(Full title of the plan)</B></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Kenneth W. Smith<BR>
Senior Vice President and<BR>
Chief Financial Officer<BR>
GIBRALTAR INDUSTRIES, INC.<BR>
3556 Lake Shore Road<BR>
P.O. Box 2028<BR>
Buffalo, New York 14219-0228<BR>
(Name and address of agent for service)</B></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>(716)&nbsp;826-6500<BR>
(Telephone number, including area code, of agent for service)</B></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Copy To:<BR>
Michael E. Storck, Esq.<BR>
Lippes Mathias Wexler Friedman LLP<BR>
665 Main St.<BR>
Suite&nbsp;300<BR>
Buffalo, New York 14203<BR>
(716)&nbsp;853-5100</B></DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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;smaller reporting company&#148; in Rule&nbsp;12b 2 of the Exchange Act
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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<TR valign="bottom">
    <TD width="22%">&nbsp;</TD>
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    <TD width="22%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="22%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="22%">&nbsp;</TD>
</TR>
<TR></TR>
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<TR valign="bottom">
    <TD align="center" valign="top"><FONT style="white-space: nowrap">Large accelerated filer <FONT style="font-family: Wingdings">&#254;</FONT></FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><FONT style="white-space: nowrap">Non-accelerated filer <FONT style="font-family: Wingdings">&#111;</FONT></FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><FONT style="white-space: nowrap">Accelerated filer <FONT style="font-family: Wingdings">&#111;</FONT></FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><FONT style="white-space: nowrap">Smaller reporting company <FONT style="font-family: Wingdings">&#111;</FONT></FONT></TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><FONT style="white-space: nowrap">(Do not check if a smaller reporting company)</FONT></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
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</TABLE>
</DIV>
<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>CALCULATION OF REGISTRATION FEE</B></DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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    <TD width="1%">&nbsp;</TD>
    <TD width="25%">&nbsp;</TD>
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    <TD width="2%">&nbsp;</TD>
    <TD width="23%">&nbsp;</TD>
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    <TD width="2%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="16%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>

    <TD width="1%">&nbsp;</TD>
</TR><TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="15" 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 style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Proposed</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">Proposed</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
    <TD width="1%">&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 style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">maximum</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">maximum</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

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

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

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    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
                    <TD style="border-top: 2px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Common Stock</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 align="center" valign="bottom" style="border-top: 2px solid #000000">750,000 shares</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="center" valign="bottom" style="border-top: 2px solid #000000">$10.96</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="center" valign="bottom" style="border-top: 2px solid #000000">$8,220,000.00</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="center" valign="bottom" style="border-top: 2px solid #000000">$955.00</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="15" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>

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</TABLE>
</DIV>


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

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the &#147;Securities Act&#148;),
the shares of common stock covered by this Registration Statement include an indeterminate
number of additional shares of common stock that may become issuable as a result of
reorganizations, recapitalizations, mergers, consolidations, stock splits, stock combinations,
stock dividends, dilutive issuances of securities or other similar transactions pursuant to
the equity incentive 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 computing the amount of the registration fee in
accordance with Rule 457(c) under the Securities Act, on the basis of the average high and low
sale prices ($11.26 and $10.65, respectively) of one share of common stock on the NASDAQ Stock
Exchange Global Select Market<SUP style="FONT-size: 85%; vertical-align: text-top">&#174;</SUP> on February&nbsp;28, 2011.</TD>
</TR>

</TABLE>



<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>









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</DIV>

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












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

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">On June&nbsp;7, 2007, Gibraltar Industries, Inc. (the &#147;Registrant&#148;) filed a Registration Statement under
the Securities Act of 1933, as amended (the &#147;Securities Act&#148;) on Form S-8 (Registration No.
333-143582) registering 2,250,000 shares of the Registrant&#146;s common stock $0.01 par value, for
issuance under the Registrant&#146;s 2005 Equity Incentive Plan. On November&nbsp;2, 2007, the Registrant
filed a reoffer prospectus respecting the 2005 Equity Incentive Plan on Form S-8 (Registration No.
333-147117). On February&nbsp;25, 2009, the Registrant&#146;s Board of Directors (the &#147;Board&#148;) approved a
Third Amendment and Restatement of the 2005 Equity Incentive Plan, which, as further modified by
the Board on April&nbsp;17, 2009, among other things, increased the number of shares reserved under the
2005 Equity Incentive Plan from 2,250,000 to 3,000,000. On May&nbsp;18, 2009, the Registrant&#146;s
stockholders approved the adoption of the Third Amendment and Restatement of the 2005 Equity
Incentive Plan (the &#147;Plan&#148;). Pursuant to General Instruction E of Form S-8, this Registration
Statement incorporates by reference the contents of our Registration Statements on Form S-8
(Registration Nos. 333-143582 and 333-147117), except as otherwise set forth herein.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">This Registration Statement also includes a re-offer prospectus in Part&nbsp;I (the &#147;Revised Reoffer
Prospectus&#148;), which has been revised to update the reoffer prospectus that was filed with
Registrant&#146;s Form S-8 Registration Statement (Registration No.&nbsp;333-147117). The Revised Re-offer
Prospectus has been prepared in accordance with General Instruction C of Form S-8 and the
requirements of Part&nbsp;I of Form S-3, and may be used for re-offers of shares of common stock
(acquired or to be acquired pursuant to awards granted under the Plan) that are defined as &#147;control
securities&#148; or &#147;restricted securities&#148; under General Instruction C of Form S-8.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The names of persons selling shares under the Revised Re-offer Prospectus and the amount of such
shares are set forth below under the caption &#147;Selling Stockholders&#148; to the extent we presently have
such information. However, other affiliate selling stockholders may elect to sell shares under the
Revised Re-offer Prospectus as they receive them from time to time in the future in which case, as
their names and amounts of shares to be reoffered become known, we will supplement the Revised
Re-offer Prospectus with that information. In addition, as permitted by General Instruction C of
Form S-8, certain non-affiliates holding less than the lesser of 1,000 shares or 1% of our common
stock issuable under the Plan may resell restricted securities issued under the Plan up to that
amount under the Revised Re-offer Prospectus without being named therein. Any securities covered
by the Revised Re-offer Prospectus which qualify for sale pursuant to Rule&nbsp;144 may be sold under
Rule&nbsp;144 rather than pursuant to this prospectus.
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>PART I</B>
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Item&nbsp;1. Plan Information.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The documents containing the information specified in Part&nbsp;I of this Registration Statement will be
sent or given to all persons who participate in the Plan, as specified by Rule&nbsp;428(b)(1) of the
Securities Act. These documents are not required to be and are not filed with the Securities and
Exchange Commission (the &#147;Commission&#148;) 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: 6pt">Item&nbsp;2. Registrant Information and Employee Plan Annual Information.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We will furnish without charge to any person to whom information is required to be delivered, upon
written or oral request, a copy of each document incorporated by reference in Item&nbsp;3 of Part&nbsp;II of
this registration statement. Requests should be directed to: Attention: Timothy J. Heasley,
Gibraltar Industries, Inc., 3556 Lake Shore Road, P.O. Box 2028, Buffalo, NY 14219-0228 at (716)
826-6500.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Revised Re-offer Prospectus described in the Explanatory Notes begins on the following page.
</DIV>








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




<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>RE-OFFER PROSPECTUS</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>Shares of Common Stock</B>
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>Gibraltar Industries, Inc.</B>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">This re-offer prospectus relates to the reoffer and resale of up to 1,033,017 shares of our common
stock, par value $0.01 per share, issuable pursuant to the terms of our 2005 Equity Incentive Plan
as amended (the &#147;Plan&#148;), which may be offered for sale from time to time by certain of our
stockholders (&#147;Selling Stockholders&#148;), who have acquired or in some cases may hereafter acquire
shares under the Plan, as described below under the caption &#147;Selling Stockholders.&#148; We will not
receive any proceeds from the sale of shares of common stock pursuant to this re-offer prospectus.
These Selling Stockholders may resell all, a portion, or none of the shares of common stock to
which this re-offer prospectus relates from time to time. The names of persons selling shares under
this re-offer prospectus and the amount of such shares are set forth below under the caption
&#147;Selling Stockholders&#148; to the extent we presently have such information. However, other affiliate
selling stockholders may elect to sell shares under this re-offer prospectus as they receive them from
time to time in the future, in which case, as their names and amounts of shares to be reoffered
become known, we will supplement this re-offer prospectus with that information. In addition, as
permitted by General Instruction C of Form S-8, certain non-affiliates holding less than the lesser
of 1,000 shares or 1% of our common stock issuable under the Plan may resell restricted securities
issued under the Plan up to that amount under this re-offer prospectus without being named herein.
Any securities covered by this re-offer prospectus which qualify for sale pursuant to Rule&nbsp;144 may
be sold under Rule&nbsp;144 rather than pursuant to this prospectus. <B>See &#147;Selling
Stockholders&#148; beginning on page&nbsp;7.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">This re-offer prospectus has been prepared for the purpose of registering the shares under the
Securities Act of 1933, as amended (the &#147;Securities Act&#148;) to allow for future sales by the Selling
Stockholders, on a continuous or delayed basis, to the public without restriction. Each Selling
Stockholder that sells shares of our common stock pursuant to this re-offer prospectus may be
deemed to be an &#147;underwriter&#148; within the meaning of the Securities Act. Any commissions received by
a broker or dealer in connection with resales of shares may be deemed to be underwriting
commissions or discounts under the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">You should carefully read this re-offer prospectus, including the information it incorporates by
reference, and any accompanying prospectus supplement before making a decision to purchase shares
from the Selling Stockholders. The shares of common stock registered hereby may be sold from time
to time directly by, or on behalf of, each Selling Stockholders in one or more transactions on the
NASDAQ Stock Exchange Global Select Market<SUP style="FONT-size: 85%; vertical-align: text-top">&#174;</SUP> or on any other stock exchange on which our common
stock may be listed at the time of sale, in privately negotiated transactions, or through a
combination of such methods, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, at fixed prices (which may be changed) or at negotiated prices. We
will not receive any proceeds from any of these sales. We are paying the expenses incurred in
registering the shares, but all selling and related expenses incurred by each of the selling
stockholders will be borne by that stockholder. <B>See &#147;Plan of
Distribution&#148; beginning on page&nbsp;11.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Investing
in our common stock involves risks. See &#147;Risk Factors&#148; beginning on page&nbsp;1.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Our common stock is listed on the NASDAQ Stock Exchange Global Select Market<SUP style="FONT-size: 85%; vertical-align: text-top">&#174;</SUP> under the trading
symbol &#147;ROCK.&#148; On February&nbsp;28, 2011 the last reported sale price of our common stock on the NASDAQ
Stock Exchange Global Select Market<SUP style="FONT-size: 85%; vertical-align: text-top">&#174;</SUP> was $10.83 per share.
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE</B>
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">The date of this re-offer prospectus is March&nbsp;3, 2011
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="L42040102"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">This re-offer prospectus and the documents incorporated by reference herein contain forward-looking
statements, within the meaning of the Private Securities Litigation Reform Act of 1995 that
are based, in whole or in part, on current expectations, estimates, forecasts, and projections
about the Company&#146;s business, and management&#146;s beliefs about future operations, results, and
financial position. These statements are not guarantees of future performance and are subject to a
number of risk factors, uncertainties, and assumptions. Risk factors that could affect these
statements include, but are not limited to, the following: the availability of raw materials and
the effects of changing raw material prices on the Company&#146;s results of operations; energy prices
and usage; changing demand for the Company&#146;s products and services; changes in the liquidity of the
capital and credit markets; risks associated with the integration of acquisitions; and changes in
interest and tax rates. In addition, such forward-looking statements could also be affected by
general industry and market conditions, as well as general economic and political conditions. The
Company undertakes no obligation to update any forward-looking statements, whether as a result of
new information, future events or otherwise, except as may be required by applicable law or
regulation.
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">You should read this prospectus in its entirety and with the understanding that actual results in
the future may be materially different from what we presently expect. We will not update these
forward-looking statements, even if our situation or expectations change in the future.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">You should rely only on the information contained or incorporated by reference in this document. We
have not authorized anyone to provide you with information that is different from that contained in
this document. This document may be used only where it is legal to sell these securities. The
information in this document may be accurate only on the date of this document.
</DIV>



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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>TABLE OF CONTENTS</B>
</DIV>

<DIV align="left">
<!-- TOC -->
</DIV>
<DIV align="left">
<A name="L42040tocpage"></A>
</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="88%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000">Page</TD>
    <TD>&nbsp;</TD>
</TR>

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<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#L42040101">THE OFFERING</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="right">ii</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#L42040102">CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="right">iii</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#L42040103">BUSINESS OVERVIEW OF GIBRALTAR INDUSTRIES, INC.</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#L42040104">RISK FACTORS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#L42040105">USE OF PROCEEDS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#L42040106">SELLING STOCKHOLDERS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#L42040107">PLAN OF DISTRIBUTION</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#L42040108">LEGAL MATTERS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#L42040109">EXPERTS</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#L42040110">AVAILABLE INFORMATION</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#L42040111">DOCUMENTS INCORPORATED BY REFERENCE</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">12</TD>
    <TD>&nbsp;</TD>
</TR>
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<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="l42040exv5w1.htm">EX-5.1</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="l42040exv23w1.htm">EX-23.1</A></FONT></TD></TR>
</TABLE>
</DIV>


<DIV align="left">
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</DIV>

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

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


<DIV align="left">
<A name="L42040103"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>GIBRALTAR INDUSTRIES, INC.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Unless otherwise stated or the context otherwise requires, references in this prospectus to
&#147;Gibraltar,&#148; &#147;the Registrant,&#148; &#147;the Company,&#148; &#147;we,&#148; &#147;us,&#148; and &#147;our&#148; refer to Gibraltar Industries,
Inc. and its subsidiaries on a consolidated basis.</I>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Our Business</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Gibraltar is a leading manufacturer and distributor of products for the building markets. Our
products provide structural and architectural enhancements for residential homes, and to a lesser
extent, to low-rise retail, professional buildings, and other commercial and industrial building
structures. These products include bar grating and expanded metal products, ventilation products,
mail storage solutions including mailboxes and package delivery products, roof edging, flashing,
soffit, drywall corner bead, metal roofing and accessories, steel framing, rain-carrying systems,
and structural connectors. We serve customers throughout North America and Europe. Our most
significant customers consist of The Home Depot, Lowe&#146;s Companies, Menard Cashway Lumber, and ABC
Supply. We operate 43 facilities in 20 states, Canada, England, Germany, and Poland, giving us a
broad platform for just-in-time delivery and support to our customers.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Our Strategy</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Our strategy is to position Gibraltar as the low-cost provider and market share leader in product
areas that offer the opportunity for sales growth and margin enhancement over the long-term. We
focus on operational excellence including lean initiatives throughout the Company to position
Gibraltar as our customers&#146; low-cost provider of products. We continuously seek to improve our
on-time delivery, quality, and service to position Gibraltar as a preferred supplier to our
customers. We also strive to develop new products, enter new markets, expand market share in the
residential markets, and further penetrate domestic and international building markets to
strengthen our product leadership positions.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Our Industry</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Our business occupies an intermediate market between the primary steel, aluminum, resin, and other
basic material producers and the wholesale, retail building supply, and industrial manufacturing
markets. The primary producers typically focus on producing high volumes of their product. We
purchase raw materials from these producers and, through various production processes, convert
these raw materials into specialized products for use in the construction or repair and remodel of
residential and commercial buildings and industrial products. We distribute our products through
wholesale distributors and retailers.
</DIV>

<DIV align="left">
<A name="L42040104"></A>
</DIV>

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


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><I>In addition to the other information set forth in this prospectus, including the information we
incorporate herein by reference, you should carefully consider the following risks. If any of the
following risks actually occur, our business, financial condition and/or operating results could be
materially adversely affected.</I>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>The United States and worldwide capital and credit markets have experienced significant price and
credit availability volatility, dislocations, and disruptions.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">These events have caused market prices of many stocks to fluctuate substantially, the spreads on
prospective debt financings to widen considerably, and have materially impacted liquidity in the
financial markets, making terms for certain financings less attractive, and in some cases have
resulted in the unavailability of financing. Continued uncertainty in the capital and credit
markets may negatively impact our business, including our ability to access additional financing at
reasonable terms, which may negatively affect our ability to make future acquisitions. A prolonged
downturn in the financial markets may cause us to seek alternative sources of potentially less
attractive financing, and may require us to further adjust our business plan accordingly. These
events may also make it more difficult or costly for us to raise capital through the issuance of
our equity securities and could reduce our net income by increasing our interest expense and other
costs of capital. The disruptions in the financial markets may have a material adverse effect on
the market value of our common stock.
</DIV>





<P align="center" style="font-size: 10pt"><!-- Folio -->1<!-- /Folio -->
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#L42040tocpage">Table of Contents</A></H5><P>

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



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The diminished availability of credit and other capital is also affecting end users in the key
markets we serve including the building markets. There is continued uncertainty as to
sustainability of the recovery of the worldwide capital and credit markets and the impact this
period of volatility will continue to have on our key end markets. The effects of existing and any
new U.S. Government measures to aid economic recovery including economic stimulus legislation
continue to be unknown. Further volatility in the worldwide capital and credit markets may
continue to significantly impact the key end markets we serve and could result in further
reductions in sales volumes, increased credit and collection risks, and may have other adverse
effects on our business.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>The residential building as well as the repair and remodel industries account for a significant
portion of our sales, and any further reduction in demand from these industries is likely to
adversely affect our profitability and cash flow further.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The residential building market in North America experienced a significant decline in volume
beginning in 2008 and continuing throughout 2009 and 2010 as shown below:
</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="52%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="14" style="border-bottom: 1px solid #000000">For the Years Ended December 31,</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000">2010</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000">2009</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000">2008</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000">2007</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Residential Housing Starts</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">586,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">554,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">900,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,342,000</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Similar trends were noted in the other end markets we serve, including the repair and remodel
industry. Our largest customers are retail home improvement centers and wholesale distributors who
serve our key end markets. In 2010, 2009, and 2008, The Home Depot accounted for approximately
15%, 16%, and 10% of our net sales, respectively. A loss of sales to the residential building
industry, or the repair and remodel industry, or to the specified customer, would adversely affect
our profitability and cash flow as it did throughout the years ended December&nbsp;31, 2010 and 2009.
Our sales of building products decreased during the past two years due to a decline in demand in
the new build residential building and repair and remodel industries. This reduction in volume
caused a decrease in our operating margins compared to prior years. This industry is cyclical,
with product demand based on numerous factors such as availability of credit, interest rates,
general economic conditions, consumer confidence, unemployment levels, and other factors beyond our
control. The current poor economic conditions have negatively affected all of these factors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Further downturns in demand from the residential building and repair and remodel industries, or any
of the other industries we serve, or a decrease in the prices that we can realize from sales of our
products to customers in any of these markets could continue to adversely affect our profitability
and cash flows.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Our level of indebtedness could adversely affect our ability to raise additional capital to fund
our operations, limit our ability to react to changes in the economy, or our industry and prevent
us from meeting our obligations.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We have total indebtedness of $207.2&nbsp;million as of December&nbsp;31, 2010. The following chart shows
our level of indebtedness and certain other information as of December&nbsp;31, 2010 (dollars in
millions):
</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="88%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">As of</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000">December 31, 2010</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
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<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Senior subordinated notes</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">202.0</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Other</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">5.2</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Total debt</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">207.2</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Shareholders&#146; equity</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">440.9</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Ratio of earnings to fixed charges (1)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0.5x</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
        <TD nowrap colspan="2" align="right" style="border-top: 3px double #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>For purposes of calculating the ratio of earnings to fixed charges, earnings consist of
income before taxes minus net undistributed equity earnings minus capitalized interest plus
intangible asset impairment charges plus fixed charges. Fixed charges include interest
expense (including amortization of debt issuance costs), capitalized interest, and the portion
of operating rental expense that management believes is representative of the interest
component of rent expense.</TD>
</TR>

</TABLE>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We may not be able to generate sufficient cash flow from profitability and other sources to service
all of our indebtedness and we could be forced to take other actions to satisfy our obligations
under our indebtedness, which may not be successful.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Our ability to make scheduled payments or to refinance our debt obligations depends on our
financial and operating performance, which is subject to prevailing economic and competitive
conditions and to certain financial, business, and other factors beyond our control. We cannot
assure you that we will maintain a level of cash flows from operating activities sufficient to
permit us to pay the principal, premium, if any, and interest on our indebtedness.
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->2<!-- /Folio -->
</DIV>

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



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">If our cash flows and capital resources are insufficient to fund our debt service obligations, we
may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional
capital or restructure or refinance our indebtedness. We cannot assure you that we would be able
to take any of these actions, that these actions would be successful and permit us to meet our
scheduled debt service obligations or that these actions would be permitted under the terms of our
existing or future debt agreements. In the absence of such operating results and resources, we
could face substantial liquidity problems and might be required to dispose of material assets or
operations to meet our debt service and other obligations. Our Third Amended and Restated Credit
Agreement dated July&nbsp;24, 2009 (the Senior Credit Agreement) and our indenture agreement for our
Senior Subordinated 8% Notes restrict our ability to dispose of assets and the use of proceeds from
the disposition. We may not be able to consummate those dispositions or to obtain the proceeds
which we could realize from them and these proceeds may not be adequate to meet any debt service
obligations then due.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">If we cannot make scheduled payments on our debt, we will be in default and, as a result:
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our debt holders could declare all outstanding principal and interest to be due and payable;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the lenders under our Senior Credit Agreement could terminate their commitments to lend us
money and foreclose against the assets securing their borrowings; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>we could be forced into bankruptcy or liquidation.</TD>
</TR>

</TABLE>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Relative to current indebtedness levels, we may still be able to incur substantially more debt.
This could further exacerbate the risks described above.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The terms of the indenture for our Senior Subordinated 8% Notes do not fully prohibit us or our
subsidiaries from incurring additional debt. Additionally, our Senior Credit Agreement provides us
with a revolving credit facility commitment of $200&nbsp;million with borrowings limited to the lesser
of (i) $200&nbsp;million or (ii)&nbsp;a borrowing base determined by reference to the trade receivables,
inventories, and property, plant, and equipment of our significant domestic subsidiaries. At
December&nbsp;31, 2010, we had $85.8&nbsp;million of availability under our revolving credit facility. Under
the terms of our Senior Credit Agreement, we are required to repay all amounts outstanding under
the revolving credit facility by August&nbsp;30, 2012. Our principal operating subsidiary, Gibraltar
Steel Corporation of New York, is also a borrower under our Senior Credit Agreement and the full
amount of our commitments under the revolving credit facility may be borrowed by that subsidiary.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In addition, our substantial degree of indebtedness could have other important consequences,
including the following:
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>it may limit our ability to obtain additional debt or equity financing for working capital,
capital expenditures, product development, debt service requirements, acquisitions, and
general corporate or other purposes;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a substantial portion of our cash flows from operations have been and are expected to be
dedicated to the payment of principal and interest on our indebtedness and may not be
available for other purposes, including our operations, capital expenditures, and future
business opportunities;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>certain of our borrowings, including borrowings under our Senior Credit Agreement, are at
variable rates of interest, exposing us to the risk of increased interest rates; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>it may limit our ability to adjust to changing market conditions and place us at a
competitive disadvantage compared to our competitors that have less debt.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Restrictive covenants may adversely affect our operations.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Our Senior Credit Agreement and the indenture governing our Senior Subordinated 8% Notes contain
various covenants that limit our ability to, among other things:
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>incur additional debt or provide guarantees in respect of obligations of other persons;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>pay dividends or distributions or redeem or repurchase capital stock;</TD>
</TR>

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


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>prepay, redeem, or repurchase debt;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>make loans, investments including acquisitions, and capital expenditures;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>incur debt that is senior to our Senior Subordinated 8% Notes but junior to our indebtedness
under our Senior Credit Agreement and other senior indebtedness;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>incur liens;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>restrict distributions from our subsidiaries;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>sell assets and capital stock of our subsidiaries;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>consolidate or merge with or into, or sell substantially all of our assets to, another
person; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>enter into new lines of business.</TD>
</TR>

</TABLE>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In addition, the restrictive covenants in the Senior Credit Agreement include a single financial
covenant that requires the Company to maintain a minimum fixed charge coverage ratio of 1.25 to
1.00. Our ability to meet the restrictive covenants in the future can be affected by events beyond
our control and we cannot assure you that we will meet the financial ratio. A breach of any of
these covenants would result in a default under the Senior Credit Agreement. Upon the occurrence
of an event of default under the Senior Credit Agreement, we would attempt to receive a waiver from
our lenders, which could result in us incurring additional financing fees that would be costly and
adversely affect our profitability and cash flows. If a waiver was not provided, the lenders could
elect to declare all amounts outstanding under such facility to be immediately due and payable and
terminate all commitments to extend further credit. If such event of default and election occurs,
the lenders under the Senior Credit Agreement would be entitled to be paid before current Senior
Subordinated 8% Note holders receive any payment under our notes. In addition, if we were unable
to repay those amounts, the lenders under the Senior Credit Agreement could proceed against the
collateral granted to them to secure that indebtedness. We have pledged substantially all our
assets as collateral under our Senior Credit Agreement. If the lenders under our Senior Credit
Agreement accelerate the repayment of borrowings, we cannot assure you that we will have sufficient
assets to repay debt outstanding under our Senior Credit Agreement and our other indebtedness,
including our Senior Subordinated 8% Notes, or borrow sufficient funds to refinance such
indebtedness. An acceleration of the amounts outstanding under the Senior Credit Agreement would
result in an event of default under our Senior Subordinated 8% Notes which would then entitle the
holders thereof to accelerate and demand repayment of the notes as well. Even if we are able to
obtain new financing to pay the amounts due under the Senior Credit Agreement and Senior
Subordinated 8% Notes, it may not be on commercially reasonable terms, or terms that are acceptable
to us. A breach of any of our covenants would have an adverse effect on our business, results of
operations, and cash flow.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Variable rate indebtedness subjects us to interest rate risk which could cause our debt service
obligations to increase significantly.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Certain of our borrowings, primarily borrowings under our Senior Credit Agreement, are, and are
expected to continue to be, at variable rates of interest and expose us to interest rate risk. If
interest rates increase, our debt service obligations on the variable rate indebtedness would
increase on any amounts outstanding under the Senior Credit Agreement, and our net income would
decrease. Assuming all revolving loans were fully drawn or funded on December&nbsp;31, 2010, as
applicable, each 25 basis point change in interest rates would result in a $0.5&nbsp;million change in
annual interest expense on debt outstanding under our Senior Credit Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>We rely on a few customers for a significant portion of our net sales, and the loss of those
customers would adversely affect us.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Some of our customers are material to our business and results of operations. In 2010, 2009, and
2008, our ten largest customers accounted for approximately 37%, 37%, and 30% of our net sales,
respectively. Our percentage of net sales to our major customers may increase if we are successful
in pursuing our strategy of broadening the range of products we sell to existing customers. In
such an event, or in the event of any consolidation in the markets we serve, including retailers
selling building products, our net sales may be increasingly sensitive to deterioration in the
financial condition of, or other adverse developments with, one or more of our largest customers.
These customers are also able to exert pricing and other influences on us, requiring us to market,
deliver, and promote our products in a manner that may be more costly to us. Moreover, we
generally do not have long-term contracts with our customers. As a result, although our customers
periodically provide indications of their product needs and purchases, they generally purchase our
products on an order-by-order basis, and the relationship, as well as particular orders, can be
terminated at any time. The loss, bankruptcy, or significant decrease in business from any of our
major customers would have a material adverse effect on our business, results of operations, and
cash flow.
</DIV>



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




<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Our business is highly competitive, and increased competition could reduce our gross profit, net
income, and cash flow.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The principal markets that we serve are highly competitive. Competition is based primarily on
quality, price, raw materials and inventory availability, and the ability to meet delivery
schedules dictated by customers. We compete in building markets with companies of various sizes,
some of which have greater financial and other resources than we do and some of which have better
established brand names in the markets we serve. Increased competition could force us to lower our
prices or to offer additional services or enhanced products at a higher cost to us, which could
reduce our gross profit, net income, and cash flow and cause us to lose market share.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Our future operating results may be affected by fluctuations in raw material costs. We may not be
able to pass on increases in raw material costs to our customers.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Our principal raw materials are steel, aluminum, and resins, which we purchase from multiple
primary suppliers. The steel industry as a whole is cyclical, and at times availability and
pricing can be volatile due to a number of factors beyond our control, including general economic
conditions, domestic and worldwide demand, labor costs, competition, import duties, tariffs, and
currency exchange rates. This volatility can significantly affect our steel costs. Our other
significant raw materials, including aluminum and resins, are also subject to price volatility.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Global consolidation of the primary steel producers and increased demand from other nations such as
China and India continue to put upward pressure on market prices for steel and other commodities.
Additionally, we are required to maintain substantial inventories to accommodate the short lead
times and just-in-time delivery requirements of our customers. Accordingly, we purchase raw
materials on a regular basis in an effort to maintain our inventory at levels that we believe are
sufficient to satisfy the anticipated needs of our customers based upon expected buying practices
and market conditions. In an environment of increasing raw material prices, competitive conditions
will impact how much of the steel price increases we can pass on to our customers. To the extent
we are unable to pass on future price increases in our raw materials to our customers, the
profitability of our business and resulting cash flows could be adversely affected. In the event
of rapidly decreasing raw material prices, we may be left to absorb the cost of higher cost
inventory as customers receive reduced pricing related to decreases in raw material costs. To the
extent we are unable to match our costs to purchase raw materials to prices given to our customers,
the profitability of our business and resulting cash flows could be adversely affected.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Lead time and the cost of our products could increase if we were to lose one of our primary
suppliers.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">If, for any reason, our primary suppliers of steel, aluminum, or other metals should curtail or
discontinue deliveries to us in quantities we need and at prices that are competitive, our business
could suffer. The number of available suppliers has been reduced in recent years due to industry
consolidation and bankruptcies affecting steel and metal producers and this trend may continue.
Our top ten suppliers accounted for 35% of our purchases during 2010. We could be significantly
and adversely affected if delivery were disrupted from a major supplier or several suppliers. In
addition, we do not have long-term contracts with any of our suppliers. If, in the future, we were
unable to obtain sufficient amounts of the necessary metals at competitive prices and on a timely
basis from our traditional suppliers, we may not be able to obtain such metals from alternative
sources at competitive prices to meet our delivery schedules, which would have a material adverse
effect on our results, profitability, and cash flow.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Increases in energy and freight prices would increase our operating costs, and we may be unable to
pass all these increases on to our customers in the form of higher prices for our products.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We use energy to manufacture and transport our products. In particular, our plants use
considerable electricity. Our operating costs increase if energy costs rise. Although we do not
believe we have experienced materially higher energy costs as a result of new or more stringent
environmental regulations of our energy suppliers, such regulations could increase the cost of
generating energy that is passed on to us. During periods of higher freight and energy costs, we may not be able to recover
our operating cost increases through price increases without reducing demand for our products. In
addition, we do not hedge our exposure to higher prices via energy futures contracts. Increases in
energy prices may reduce our profitability and cash flows if we are unable to pass all the
increases on to our customers.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>We may not be able to identify, manage, and integrate future acquisitions successfully, and if we
are unable to do so, we are unlikely to sustain growth in net sales or profitability and our
ability to repay our outstanding indebtedness may decline.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Historically, we have grown through a combination of internal growth plus external expansion
through acquisitions. Although we intend to actively pursue our growth strategy in the future, we
cannot provide any assurance that we will be able to identify appropriate acquisition candidates
or, if we do, that we will be able to negotiate successfully the terms of an acquisition, finance
the acquisition, or integrate the acquired business profitably into our existing operations.
Integration of an acquired business could disrupt our business by diverting management away from
day-to-day operations and could result in liabilities that were not anticipated.
</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Further, failure to integrate any acquisition successfully may cause significant operating inefficiencies and could
adversely affect our profitability and our ability to repay our outstanding indebtedness.
Consummating an acquisition could require us to raise additional funds through additional equity or
debt financing. Additional debt financing would increase our interest expense and reduce our cash
flow otherwise available to reinvest in our business and neither debt nor equity financing may be
available on satisfactory terms when required.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>We are subject to information system security risks and systems integration issues could disrupt
our internal operations.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We are dependent upon information technology for the distribution of information internally and
also to our customers and suppliers. This information technology is subject to theft, damage, or
interruption from a variety of sources, including but not limited to malicious computer code, such
as worms, viruses and Trojan horses, security breaches, and defects in design. The implementation
of new information technology solutions could lead to interruptions of information flow internally
and to our customers and suppliers while the implementation project is being completed. We
implemented new systems in 2010 and 2009 at several business units. Various measures have been
taken to manage our risks related to information system and network disruptions, but a security
breach, system failure, or failure to implement new systems properly could negatively impact our
operations and financial results.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Our principal stockholders have the ability to exert significant influence in matters requiring a
stockholder vote and could delay, deter, or prevent a change in control of the Company.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Approximately 10% of our outstanding common stock, including shares of common stock issuable under
options and similar compensatory instruments granted which are exercisable, or which are vested or
will vest within 60&nbsp;days, are owned by Brian J. Lipke, the Chairman of the Board and Chief
Executive Officer of the Company, Eric R. Lipke, Neil E. Lipke, Meredith A. Lipke, and Curtis W.
Lipke, all of whom are siblings, and certain trusts for the benefit of each of them. As a result,
the Lipke family has influence over all actions requiring stockholder approval, including the
election of our board of directors. Through their concentration of voting power, the Lipke family
could delay, deter, or prevent a change in control of our Company or other business combinations
that might otherwise be beneficial to our Company. In deciding how to vote on such matters, the
Lipke family may be influenced by interests that conflict with the interests of other shareholders.
In addition, the Lipke family may have an interest in pursuing transactions that, in their
judgment, enhance the value of their equity investment in the Company, even though those
transactions may involve risks to our other shareholders.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>We depend on our senior management team, and the loss of any member could adversely affect our
operations.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Our success is dependent on the management and leadership skills of our senior management team.
The loss of any of these individuals or an inability to attract, retain, and maintain additional
personnel could prevent us from successfully executing our business strategy. We cannot assure you
that we will be able to retain our existing senior management personnel or to attract additional
qualified personnel when needed. We have not entered into employment agreements with any of our
senior management personnel other than Brian J. Lipke, our Chairman of the Board and Chief
Executive Officer, and Henning N. Kornbrekke, our President and Chief Operating Officer.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>We could incur substantial costs in order to comply with, or to address any violations of,
environmental laws.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Our operations and facilities are subject to a variety of federal, state, local, and foreign laws
and regulations relating to the protection of the environment and human health and safety. Failure
to maintain or achieve compliance with these laws and regulations or with the permits required for
our operations could result in substantial operating costs and capital expenditures, in addition to
fines and civil or criminal sanctions, third-party claims for property damage or personal injury,
cleanup costs or temporary or permanent discontinuance of operations. Certain facilities of ours
have been in operation for many years and, over time, we and other predecessor operators of these
facilities have generated, used, handled, and disposed of hazardous and other regulated wastes.
Environmental liabilities could exist, including cleanup obligations at these facilities or at
off-site locations where materials from our operations were disposed of or at facilities we
divested, which could result in future expenditures that cannot be currently quantified and which
could reduce our profits and cash flow. We may be held strictly liable for the contamination of
these sites, and the amount of that liability could be material. Under the &#147;joint and several&#148;
liability principle of certain environmental laws, we may be held liable for all remediation costs
at a particular site, even with respect to contamination for which we are not responsible. Changes
in environmental laws, regulations or enforcement policies, including without limitation new or
more stringent regulations affecting greenhouse gas emissions, could have a material adverse effect
on our business, financial condition, or results of operations.
</DIV>



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




<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Labor disruptions at any of our major customers or at our own manufacturing facilities could
adversely affect our results of operations and cash flow.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Many of our customers have unionized workforces and could experience labor disruptions such as work
stoppages, slow-downs, and strikes. A labor disruption at one or more of our customers could
interrupt production or sales by that customer and cause the customer to halt or limit orders for
our products and services. Any such reduction in the demand for our products and services would
adversely affect our net sales, results of operations, and cash flow.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In addition, approximately 19% of our own employees are represented by unions through various
collective bargaining agreements that are scheduled to expire between March&nbsp;31, 2011 and December
31, 2013. It is likely that our unionized employees will seek an increase in wages and benefits at
the expiration of these agreements, and we may be unable to negotiate new agreements without labor
disruption. In addition, labor organizing activities could occur at any of our facilities. If any
labor disruption were to occur at our facilities, we could lose sales due to interruptions in
production and could incur additional costs, which would adversely affect our net sales, results of
operations, and cash flow.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Our operations are subject to seasonal fluctuations that may impact our cash flow.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Our net sales are generally lower in the first and fourth quarters primarily due to reduced
activity in the building industry due to colder, more inclement weather. In addition, quarterly
results may be affected by the timing of large customer orders. Therefore, our cash flow from
operations may vary from quarter to quarter. If, as a result of any such fluctuation, our
quarterly cash flows were significantly reduced, we may not be able to service our indebtedness or
maintain covenant compliance. A default under any of our indebtedness could prevent us from
borrowing additional funds and limit our ability to pay interest or principal, and allow our senior
secured lenders to enforce their liens against our personal property.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Economic, political, and other risks associated with foreign operations could adversely affect our
financial results.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Although the majority of our business activity takes place in the United States, we derive a
portion of our revenues and earnings from operations in foreign countries, and are subject to risks
associated with doing business internationally. Our sales originating outside the United States
represented approximately 15% of our consolidated net sales during the year ended December&nbsp;31,
2010. We have facilities in Canada, England, Germany, and Poland. We believe that our business
activities outside of the United States involve a higher degree of risk than our domestic
activities. The risks of doing business in foreign countries include the potential for adverse
changes in the local political climate, in diplomatic relations between foreign countries and the
United States or in governmental policies, laws or regulations, terrorist activity that may cause
social disruption, logistical and communications challenges, costs of complying with a variety of
laws and regulations, difficulty in staffing and managing geographically diverse operations,
deterioration of foreign economic conditions, currency rate fluctuations, foreign exchange
restrictions, differing local business practices and cultural considerations, restrictions on
imports and exports or sources of supply, and changes in duties or taxes. Adverse changes in any
of these risks could adversely affect our net sales, results of operations, and cash flows.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Disruptions to our business or the business of our customers or suppliers, could adversely impact
our operations and financial results.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Business disruptions, including increased costs for or interruptions in the supply of energy or raw
materials, resulting from severe weather events such as hurricanes, floods, blizzards, from
casualty events, such as fires or material equipment breakdown, from acts of terrorism, from
pandemic disease, from labor disruptions, or from other events such as required maintenance
shutdowns, could cause interruptions to our businesses as well as the operations of our customers
and suppliers. Such interruptions could have an adverse effect on our operations and financial results.
</DIV>

<DIV align="left">
<A name="L42040105"></A>
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 12pt"><B>USE OF PROCEEDS</B>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">All proceeds from the sale of the common stock offered hereby will be for the accounts of the
Selling Stockholders. We will not receive any of the proceeds from the sale from time to time of
the common stock offered hereby. All expenses of registration incurred in connection with this
offering are being borne by us, but all selling and other expenses incurred by any selling
stockholder will be borne by such selling stockholder.
</DIV>

<DIV align="left">
<A name="L42040106"></A>
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 12pt"><B>SELLING STOCKHOLDERS</B>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">This re-offer prospectus relates to shares that are being registered for re-offer and resale by
Selling Stockholders who have received or acquired, or may hereafter receive or acquire, the shares
pursuant to the Plan. The Selling Stockholders may resell all, a portion, or none of the shares of
common stock from time to time.
</DIV>



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



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The following table sets forth (a)&nbsp;the name of each Selling Stockholder; (b)&nbsp;the number of shares
of common stock beneficially owned by each Selling Stockholder as of February&nbsp;28, 2011; (c)&nbsp;the
maximum number of shares of common stock that each Selling Stockholder may offer for sale from time
to time pursuant to this reoffer prospectus, whether or not the Selling Stockholder has any present
intention to do so and whether or not such shares have previously been issued to the Selling
Stockholders or may in the future be issued, if at all; and (d)&nbsp;the number of shares of common
stock and the percentage of common stock that would be beneficially owned by each Selling
Stockholders assuming the sale of all shares offered hereby. All information with respect to
beneficial ownership has been furnished by the Selling Stockholders. The inclusion in the table
below of the individuals named therein shall not be deemed to be an admission that any such
individuals are our &#147;affiliates&#148; as that term is defined under Rule&nbsp;405 under the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Information concerning the identities of the Selling Stockholders, the number of shares that may be
sold by each Selling Stockholder and information about the shares beneficially owned by the Selling
Stockholders may from time to time be updated in supplements to this reoffer prospectus, which will
be filed with the SEC in accordance with Rule 424(b) of the Securities Act if and when necessary.
The names of persons selling shares under this re-offer prospectus and the amount of such shares
are set forth below to the extent we presently have such information. However, other affiliate
Selling Stockholders may elect to sell shares this re-offer prospectus as they receive them from
time to time in the future in which case, as their names and amounts of shares to be re-offered
become known, we will supplement this re-offer prospectus with that information. In addition, as
permitted by General Instruction C of Form S-8, certain non-affiliates holding less than the lesser
of 1,000 shares or 1% of our common stock issuable under the Plan may resell restricted securities
issued under the Plan up to that amount under this re-offer prospectus without being named therein.
Any securities covered by this re-offer prospectus which qualify for sale pursuant to Rule&nbsp;144 may
be sold under Rule&nbsp;144 rather than pursuant to this prospectus. Information on the shares offered
pursuant to this reoffer prospectus, as listed below, do not necessarily indicate that the Selling
Stockholder presently intends to sell any or all of the shares so listed. Because the Selling
Stockholders may sell none, some or all of the shares owned by them which are included in this
reoffer prospectus, no estimate can be given as to the number of shares available for resale hereby
that will be held by the Selling Stockholders upon the termination of the offering made hereby. We
have therefore assumed, for purposes of the following table, that the Selling Stockholders will
sell all of the shares owned by them that are being offered hereby, but will not sell any other
shares of our common stock that they presently own.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The address of each Selling Stockholder is c/o Gibraltar Industries, Inc., 3556 Lake Shore
Rd., P.O. Box 2028, Buffalo, New York 14219.
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->8<!-- /Folio -->
</DIV>




<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#L42040tocpage">Table of Contents</A></H5><P>
<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="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="6">SHARES BENEFICIALLY OWNED</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">NUMBER OF</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="6">UPON</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="6">SHARES BENEFICIALLY OWNED</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 0Px solid #000000">SHARES</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="6">COMPLETION OF THE</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="6" style="border-bottom: 1px solid #000000">PRIOR TO THIS OFFERING (1)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2">BEING</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="6" style="border-bottom: 1px solid #000000">OFFERING (2)</TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">NAME</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000">NUMBER</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000">PERCENT</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000">OFFERED (1)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000">NUMBER</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000">PERCENT</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Brian J. Lipke</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,368,787</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">4.50</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">509,063</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,229,413</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">4.28</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD nowrap><DIV style="margin-left:15px; text-indent:-15px">Chairman of the Board and Chief
Executive Officer (3)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Henning Kornbrekke</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">203,716</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">374,716</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,500</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">President and Chief Operating Officer (4)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Kenneth W. Smith</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">22,670</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">58,974</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Senior Vice President and Chief
Financial Officer (5)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Timothy J. Heasley</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,569</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">20,408</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Senior Vice President and Corporate
Controller (6)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Paul Murray</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9,694</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19,856</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,789</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Senior Vice President Human Resources
and Organizational Development (7)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Gerald S. Lippes</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">55,557</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">48,557</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Director (8)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">David N. Campbell</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">13,569</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">6,569</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Director (9)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">William P. Montague</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27,182</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">20,182</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Director (10)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Arthur A. Russ, Jr.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">26,875</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">19,875</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Director (11)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">William J. Colombo</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">15,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">4,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Director (12)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Robert E. Sadler, Jr.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">20,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">9,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Director (13)</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">*</TD>
    <TD>&nbsp;</TD>
    <TD>Denotes less than 1%</TD>
</TR>

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

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>Ownership is determined in accordance with Rule&nbsp;13d-3 under the Securities Exchange Act of
1934. The actual number of shares beneficially owned and offered for sale is subject to
adjustment and could be materially less or more than the estimated amount indicated depending
upon factors, which we cannot predict at this time.</TD>
</TR>

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

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Assumes all the shares offered hereby are sold to persons who are not affiliates of the
Selling Stockholders and the Selling Stockholders sell no other shares they beneficially own.</TD>
</TR>

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

<TR valign="top">
    <TD nowrap align="left">(3)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes (i)&nbsp;182,973 shares of common stock registered in the name of the reporting person,
(ii)&nbsp;987,360 shares of common stock held by two trusts for the benefit of Brian J. Lipke,
(iii)&nbsp;146,900 shares of common stock, representing Brian J. Lipke&#146;s proportionate share of
common stock held by Rush Creek Investment Co., L.P. (&#147;Rush Creek&#148;), Rush Creek&#146;s general
partner is Rush Creek Management Company, LLC, which is owned pro rata by trusts established
for the benefit of each of Brian J. Lipke, and four other siblings of the reporting person,
(iv)&nbsp;9,932 shares of common stock that will be issued within sixty (60)&nbsp;days due to the
vesting of restricted stock units, (v)&nbsp;5,236 shares of common stock allocated to Brian J.
Lipke&#146;s self-directed account under our 401(k) Retirement Savings Plan, (vi)&nbsp;28,136 shares of
common stock held by trusts and custodial accounts for the benefit of the daughters of Brian
J. Lipke, and (vii)&nbsp;8,250 shares of common stock held by the minor children of Brian J. Lipke.
Excludes (i)&nbsp;28,267 shares of common stock held by a trust for the benefit of the mother of
Brian J. Lipke, as to which he serves as one of three trustees and disclaims beneficial
ownership, (ii)&nbsp;45,000 shares of common stock held by a trust for the benefit of a sibling of
Brian J. Lipke, as to which he serves as one of five trustees and disclaims beneficial
ownership, (iii)&nbsp;9,407 shares of common stock held by a trust for the benefit a niece of Brian
J. Lipke, as to which he serves as one of four trustees and disclaims beneficial ownership,
(iv)&nbsp;18,750 shares of common stock held by trusts for the benefit of the children of a sibling
of Brian J. Lipke, as to which he serves as one of three trustees and disclaims beneficial
ownership, (v)&nbsp;2,077 shares of common stock held in a custodial account for the benefit of a
relative of Brian J. Lipke as to which he disclaims beneficial ownership, and (vi)&nbsp;15,940
shares of common stock held in custodial accounts for the benefit of the children of a sibling
of Brian J. Lipke as to which he disclaims beneficial ownership. The shares being offered by
Mr.&nbsp;Lipke include 319,973 shares of common stock </TD>
</TR>

</TABLE>


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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>underlying
restricted stock units and 189,090 shares of common stock of which 59,648 are currently held in
by the Company in Treasury Stock.</TD>
</TR>

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

<TR valign="top">
    <TD nowrap align="left">(4)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes 203,716 shares of common stock registered in the name of the reporting person. The
shares being offered by Mr.&nbsp;Kornbrekke include 78,333 shares of common stock underlying
restricted stock units and 296,383 shares of common stock of which 100,167 are currently held
in by the Company in Treasury Stock.</TD>
</TR>

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

<TR valign="top">
    <TD nowrap align="left">(5)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes 22,670 shares of common stock registered in the name of the reporting person. The
shares being offered by Mr.&nbsp;Smith include 39,476 shares of common stock underlying restricted
stock units and 19,498 shares of common stock of which 6,828 are currently held in by the
Company in Treasury Stock.</TD>
</TR>

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

<TR valign="top">
    <TD nowrap align="left">(6)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes (i)&nbsp;5,974 shares of common stock registered in the name of the reporting person and
(ii)&nbsp;595 shares of common stock to be issued to within sixty (60)&nbsp;days due to the vesting of
restricted stock units. The shares being offered by Mr.&nbsp;Heasley include 11,114 shares of
common stock underlying restricted stock units and 9,294 shares of common stock of which 3,320
are currently held in by the Company in Treasury Stock.</TD>
</TR>

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

<TR valign="top">
    <TD nowrap align="left">(7)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes (i)&nbsp;6,864 shares of common stock registered in the name of the reporting person (ii)
1,789 shares of common stock allocated to Mr.&nbsp;Murray&#146;s self-directed account under our 401(k)
Retirement Savings Plan, (iii)&nbsp;505 shares of common stock to be issued to within sixty (60)
days due to the vesting of restricted stock units, and (iv)&nbsp;536 share of common stock issuable
under currently exercisable options pursuant to our 2005 Equity Incentive Plan. The shares
being offered by Mr.&nbsp;Murray include 9,720 shares of common stock underlying restricted stock
units, 536 shares of common stock underlying currently exercisable stock options and 9,600
shares of common stock of which 2,736 are currently held in by the Company in Treasury Stock.</TD>
</TR>

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

<TR valign="top">
    <TD nowrap align="left">(8)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes (i)&nbsp;53,682 shares of common stock registered in the name of the reporting person,
including 5,000 restricted shares with respect to which Mr.&nbsp;Lippes exercises voting power but
does not currently have dispositive power and (ii)&nbsp;1,875 shares of common stock held by Lippco
Capital LLC, a company controlled by Mr.&nbsp;Lippes. The shares being offered by Mr.&nbsp;Lippes
include 5,000 shares with respect to which Mr.&nbsp;Lippes exercises voting power but does not
currently have dispositive power.</TD>
</TR>

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

<TR valign="top">
    <TD nowrap align="left">(9)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes (i)&nbsp;9,819 shares of common stock registered in the name of the reporting person,
including 5,000 restricted shares with respect to which Mr.&nbsp;Campbell exercises voting power
but does not currently have dispositive power and (ii)&nbsp;3,750 shares of common stock held by an
Individual Retirement Account for the benefit of Mr.&nbsp;Campbell. The shares being offered by
Mr.&nbsp;Campbell include 5,000 shares with respect to which Mr.&nbsp;Campbell exercises voting power
but does not currently have dispositive power.</TD>
</TR>

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

<TR valign="top">
    <TD nowrap align="left">(10)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes 27,182 shares of common stock registered in the name of the reporting person,
including 5,000 restricted shares with respect to which Mr.&nbsp;Montague exercises voting power
but does not currently have dispositive power. The shares being offered by Mr.&nbsp;Montague
include 5,000 shares with respect to which Mr.&nbsp;Montague exercises voting power but does not
currently have dispositive power.</TD>
</TR>

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

<TR valign="top">
    <TD nowrap align="left">(11)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes (i)&nbsp;24,575 shares of common stock registered in the name of the reporting person,
including 5,000 restricted shares with respect to which Mr.&nbsp;Russ exercises voting power but
does not currently have dispositive power and (ii)&nbsp;2,300 shares held by his wife as to which
Mr.&nbsp;Russ claims beneficial ownership. Excludes 28,267 shares of common stock held by a trust
for which Mr.&nbsp;Russ serves as one of three trustees and disclaims beneficial ownership. The
shares being offered by Mr.&nbsp;Russ include 5,000 shares with respect to which Mr.&nbsp;Russ exercises
voting power but does not currently have dispositive power.</TD>
</TR>

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

<TR valign="top">
    <TD nowrap align="left">(12)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes 15,000 shares of common stock registered in the name of the reporting person,
including 9,000 restricted shares with respect to which Mr.&nbsp;Colombo exercises voting power but
does not currently have dispositive power. The shares being offered by Mr.&nbsp;Colombo include
9,000 shares with respect to which Mr.&nbsp;Colombo exercises voting power but does not currently
have dispositive power.</TD>
</TR>

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

<TR valign="top">
    <TD nowrap align="left">(13)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes 20,000 shares of common stock registered in the name of the reporting person,
including 9,000 restricted shares with respect to which Mr.&nbsp;Sadler exercises voting power but
does not currently have dispositive power. The shares being offered by Mr.&nbsp;Sadler include
9,000 shares with respect to which Mr.&nbsp;Sadler exercises voting power but does not currently
have dispositive power.</TD>
</TR>





</TABLE>


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





<DIV align="left">
<A name="L42040107"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PLAN OF DISTRIBUTION</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The shares of common stock covered by this prospectus are being registered by Gibraltar for the
account of the Selling Stockholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The shares of common stock offered may be sold from time to time directly by or on behalf of each
Selling Stockholder in one or more transactions on the NASDAQ Stock Exchange Global Select Market<SUP style="FONT-size: 85%; vertical-align: text-top">&#174;</SUP>
or any other stock exchange on which the common stock may be listed at the time of sale, in
privately negotiated transactions, or through a combination of such methods, at market prices
prevailing at the time of sale, at prices related to such prevailing market prices, at fixed prices
(which may be changed) or at negotiated prices. The Selling Stockholders may sell shares through
one or more agents, brokers or dealers or directly to purchasers. Such brokers or dealers may
receive compensation in the form of commissions, discounts or concessions from the Selling
Stockholders and/or purchasers of the shares or both. Such compensation as to a particular broker
or dealer may be in excess of customary commissions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In connection with their sales, a Selling Stockholder and any participating broker or dealer may be
deemed to be &#147;underwriters&#148; within the meaning of the Securities Act, and any commissions they
receive and the proceeds of any sale of shares may be deemed to be underwriting discounts and
commissions under the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We are bearing all costs relating to the registration of the shares of common stock. Any
commissions or other fees payable to brokers or dealers in connection with any sale of the shares
will be borne by the Selling Stockholders or other party selling such shares. Sales of the shares
must be made by the Selling Stockholders in compliance with all applicable state and federal
securities laws and regulations, including the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In addition to any shares sold hereunder, Selling Stockholder may sell shares of common stock in
compliance with Rule&nbsp;144. There is no assurance that the Selling Stockholders will sell all or a
portion of the common stock offered hereby.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Selling Stockholders may agree to indemnify any broker, dealer or agent that participates in
transactions involving sales of the shares against certain liabilities in connection with the
offering of the shares arising under the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We have notified the Selling Stockholders of the need to deliver a copy of this prospectus in
connection with any sale of the shares.
</DIV>

<DIV align="left">
<A name="L42040108"></A>
</DIV>

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

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Certain legal matters relating to the validity of the issuance of common stock in this offering are
being passed upon for us by Lippes Mathias Wexler Friedman LLP, Buffalo, New York. Gerald S.
Lippes, a director of our company, is a partner at Lippes Mathias Wexler Friedman LLP, and is also
a stockholder of the Company.
</DIV>

<DIV align="left">
<A name="L42040109"></A>
</DIV>

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

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The consolidated financial statements and related financial statement schedule of Gibraltar
Industries, Inc. appearing in Gibraltar Industries, Inc.&#146;s Annual Report (Form 10-K) for the year
ended December&nbsp;31, 2010 and the effectiveness of the internal control over financial reporting as
of December&nbsp;31, 2010 have been audited by Ernst &#038; Young LLP, independent registered public
accounting firm, as set forth in their report thereon, included therein, and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by reference in reliance
upon such reports given on the authority of such firm as experts in accounting and auditing.
</DIV>





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



<DIV align="left">
<A name="L42040110"></A>
</DIV>

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

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We file annual, quarterly, and current reports, proxy statements and other information with the
SEC. Our common stock is listed and traded on the NASDAQ Stock Exchange Global Select Market<SUP style="FONT-size: 85%; vertical-align: text-top">&#174;</SUP> under
the trading symbol &#147;ROCK.&#148; Our SEC filings can be read and copied at the SEC&#146;s public reference
room at 450 Fifth Street, N.W., Washington, D.C. 20549. We also make available on our website,
(<U>www.gibraltar1.com</U>), free of charge, our annual reports on Form 10-K, quarterly reports on
Form 10-Q and Current Reports on Form 8-K, as soon as practical after we file these reports with
the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the
public reference room. Our SEC filings are also available over the Internet at the SEC&#146;s website at
<U>http://www.sec.gov</U>. You may obtain any of these documents at no cost, by writing or
telephoning us at the following address:
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">Gibraltar Industries, Inc.<BR>
3556 Lake Shore Road<BR>
P.O. Box 2028<BR>
Buffalo, New York<BR>
14219-0228<BR>
(716)&nbsp;826-6500
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">You should rely solely on the information included or incorporated by reference in this re-offer
prospectus or any supplement. We have not authorized anyone to provide you with different
information. You should not assume that the information in this re-offer prospectus or any
supplement is accurate as of any date other than the date on the front of this re-offer prospectus.
</DIV>

<DIV align="left">
<A name="L42040111"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>DOCUMENTS INCORPORATED BY REFERENCE</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We are incorporating by reference certain information that we have filed with the SEC under the
informational requirements of the Exchange Act, which means that we disclose important information
to you by referring to another document filed separately with the SEC. The information contained in
the documents we are incorporating by reference is considered to be a part of this prospectus, and
the information that we later file with the SEC will automatically update and supersede the
information contained or incorporated by reference in this prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The
following document filed with the SEC is incorporated by reference in this re-offer
prospectus:
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our Annual Report on Form 10-K for the year ended December&nbsp;31, 2010</TD>
</TR>
</TABLE>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">All documents filed by the Company pursuant to Sections&nbsp;13(a), 13(c), 14 and 15(d) of the Exchange
Act prior to filing a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities offered hereby then remaining unsold, shall be
deemed to be incorporated by reference herein and shall be deemed to be a part hereof from the date
of the filing of such documents.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Any statement contained in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified, superseded or replaced by a statement or information contained in
any other subsequently filed document incorporated herein by reference. Any such statement so
modified, superseded or replaced shall not be deemed except as so modified, superseded or replaced,
to constitute a part of this registration statement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Company will provide without charge to each person to whom a copy of this registration
statement is delivered upon the written or oral request by such person, a copy of any or all
documents that have been incorporated by reference herein (other than exhibits to such documents,
unless such exhibits are specifically incorporated by reference in such documents). Written or oral
requests should be directed to: Attention: Timothy J. Heasley, Gibraltar Industries, Inc., 3556
Lake Shore Road, P.O. Box 2028, Buffalo, NY 14219-0228 at (716)&nbsp;826-6500.
</DIV>



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




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


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


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

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The following documents filed by the Company with the SEC under the Exchange Act are incorporated
herein by reference:
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our Registration Statements on Form S-8 (File Nos. 333-143582 and 333-147117,
respectively filed with the SEC on June&nbsp;7, 2007 and November&nbsp;2, 2007);</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our Annual Report on Form 10-K for the year ended December&nbsp;31, 2010;</TD>
</TR>



</TABLE>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">All documents filed by the Company pursuant to Sections&nbsp;13(a), 13(c), 14 and 15(d) of the Exchange
Act prior to filing a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities offered hereby then remaining unsold, shall be
deemed to be incorporated by reference herein and shall be deemed to be a part hereof from the date
of the filing of such documents.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Any statement contained in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified, superseded or replaced by a statement or information contained in
any other subsequently filed document incorporated herein by reference. Any such statement so
modified, superseded or replaced shall not be deemed except as so modified, superseded or replaced,
to constitute a part of this registration statement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Company will provide without charge to each person to whom a copy of this registration
statement is delivered upon the written or oral request by such person, a copy of any or all
documents that have been incorporated by reference herein (other than exhibits to such documents,
unless such exhibits are specifically incorporated by reference in such documents). Written or oral
requests should be directed to: Attention: Timothy J. Heasley, Gibraltar Industries, Inc., 3556
Lake Shore Road, P.O. Box 2028, Buffalo, NY 14219-0228 at (716)&nbsp;826-6500.
</DIV>


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

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


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

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Certain legal matters relating to the validity of the issuance of common stock in this offering are
being passed upon for us by Lippes Mathias Wexler Friedman LLP, Buffalo, New York. Gerald S.
Lippes, a director of our company, is a partner at Lippes Mathias Wexler Friedman LLP and is also a
stockholder of the Company.
</DIV>


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

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Set forth below is a description of certain provisions of the Certificate of Incorporation of the
Company, the Bylaws of the Company and the General Corporation Law of the State of Delaware, such
as, provisions relating to the indemnification of the directors and officers of the Company. This
description is intended only as a summary and is qualified in its entirety by reference to the
Certificate of Incorporation, the Bylaws and the General Corporation Law of the State of Delaware.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Company&#146;s Certificate of Incorporation provides that the Company shall, to the full extent
provided by Sections&nbsp;102 and 145 of the General Corporation Law of the State of Delaware, as
amended from time to time, indemnify all persons whom it may indemnify pursuant thereto and
eliminates the personal liability of its directors to the full extent permitted by Section
102(b)(7) of the General Corporation Law of the State of Delaware, as amended from time to time.
</DIV>





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



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Section&nbsp;145 of the General Corporation Law of the State of Delaware permits a corporation to
indemnify its directors and officers against expenses (including attorneys&#146; fees), judgments, fines
and amounts paid in settlements actually and reasonably incurred by them in connection with any
action, suit or proceeding brought by third parties, if such directors or officers acted in good
faith and in a manner they reasonably believed to be or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, if they had no reasonable cause
to believe their conduct was unlawful. In an action by, or in the right of, the corporation,
indemnification may be made only for expenses actually and reasonably incurred by directors and
officers in connection with the defense or settlement of an action or suit, and only with respect
to a matter as to which they shall have acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation, except that no
indemnification shall be made if such person shall have been adjudged liable to the corporation,
although the court in which the suit or action was brought or the Delaware Court of Chancery may
determine upon application that the defendant officers or directors are reasonably entitled to
indemnity for such expenses despite such adjudication of liability.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Section&nbsp;102(b)(7) of the General Corporation Law of the State of Delaware provides that a
corporation may eliminate or limit 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 (i)&nbsp;for any breach of the
director&#146;s duty of loyalty to the corporation or its stockholders, (ii)&nbsp;for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of law, (iii)&nbsp;under
Section&nbsp;174 of the General Corporation Law of the State of Delaware, or (iv)&nbsp;for any transaction
from which the director derived an improper personal benefit. No such provision shall eliminate or
limit the ability of a director for any reason or omission occurring prior to the date when such
provision becomes effective.
</DIV>


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

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


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

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The following exhibits are 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="96%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Exhibit No.</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"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Lippes Mathias Wexler Friedman LLP</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Second Amendment and Restatement of
the Gibraltar Industries, Inc. 2005 Equity Incentive Plan
(incorporated by reference to Exhibit&nbsp;10.1 to the Company&#146;s Current Report
on Form&nbsp;8-K filed January 6, 2009), as amended by the Third
Amendment and Restatement of the Gibraltar Industries, Inc. Equity Incentive Plan,
dated May&nbsp;18, 2009 (incorporated by reference to Exhibit&nbsp;10.1 to the
Company&#146;s Current Report on Form&nbsp;8-K filed May&nbsp;21, 2009)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Ernst &#038; Young LLP, Independent Registered Public Accounting Firm</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Lippes Mathias Wexler Friedman LLP (included in Exhibit&nbsp;5.1)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


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

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The undersigned Registrant hereby undertakes:
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To file, during any period in which offers and sales are being made, a post-effective
amendment to the registration statement:</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&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; margin-left: 2%">(ii)&nbsp;To reflect in the prospectus any facts or events arising after the effective date of this
registration statements (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 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; and
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->II-2<!-- /Folio -->
</DIV>

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



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(iii)&nbsp;To include any material information with respect to the plan of distribution not disclosed
previously in the registration statement or any material change to such information in the
registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the registrant
pursuant to Sections&nbsp;13 or 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>That, for the purpose of determining any liability under the Securities Act, each
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.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" nowrap align="left">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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.</TD>
</TR>

</TABLE>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">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 Sections 13(a) or
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 bona fide offering thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">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 provisions described
in Item&nbsp;6, or otherwise, the registrant has been advised that in the opinion of the SEC 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 an 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 Act and will be governed by the
final adjudication of such issue.
</DIV>





<P align="center" style="font-size: 10pt"><!-- Folio -->II-3<!-- /Folio -->
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#L42040tocpage">Table of Contents</A></H5><P>

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




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

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Buffalo, State of New York, on March&nbsp;3, 2011
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Date:
March 3, 2011
</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"><B>Gibraltar Industries, Inc.</B><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">&nbsp;/s/&nbsp;Kenneth W. Smith&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">Kenneth W. Smith&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">Senior Vice President,<BR>
and Chief Financial 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">Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons in the capacities and on the date 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="35%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="23%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Signature</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="LEFT"><B>Title</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="LEFT"><B>Date</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chairman of the Board and Chief Executive Officer
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">March 3, 2011</TD>
</TR>
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><DIV style="font-size: 10pt; border-bottom: 1px solid #000000">&nbsp;/s/Brian J. Lipke</DIV>
Brian J. Lipke
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><I>(Principal Executive Officer)</I>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
<DIV style="font-size: 10pt; border-bottom: 1px solid #000000">&nbsp;/s/
Henning Kornbrekke</DIV>
Henning Kornbrekke
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President and Chief Operating Officer
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">March 3, 2011&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Senior Vice President and Chief Financial Officer
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">March 3, 2011</TD>
</TR>
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><DIV style="font-size: 10pt; border-bottom: 1px solid #000000">&nbsp;/s/ Kenneth W. Smith
</DIV>
Kenneth W. Smith
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><I>(Principal Financial Officer and
Principal Accounting Officer)</I>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><DIV style="font-size: 10pt; border-bottom: 1px solid #000000">&nbsp;/s/
Robert E. Sadler, Jr.</DIV>
Robert E. Sadler, Jr.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;March 3, 2011</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><DIV style="font-size: 10pt; border-bottom: 1px solid #000000">&nbsp;/s/
Gerald S. Lippes</DIV>
Gerald S. Lippes
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;March 3, 2011</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><DIV style="font-size: 10pt; border-bottom: 1px solid #000000">&nbsp;/s/
Arthur A. Russ, Jr.</DIV>
Arthur A. Russ, Jr.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;March 3, 2011</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><DIV style="font-size: 10pt; border-bottom: 1px solid #000000">&nbsp;/s/
William P. Montague</DIV>
William P. Montague
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;March 3, 2011</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><DIV style="font-size: 10pt; border-bottom: 1px solid #000000">&nbsp;/s/
David N. Campbell</DIV>
David N. Campbell
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;March 3, 2011</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><DIV style="font-size: 10pt; border-bottom: 1px solid #000000">&nbsp;/s/
William J. Colombo</DIV>
William J. Colombo
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;March 3, 2011</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->II-4<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#L42040tocpage">Table of Contents</A></H5><P>

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


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Exhibit&nbsp;Index</B>
</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="96%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Exhibit No.</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"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Lippes Mathias Wexler Friedman LLP</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Second Amendment and Restatement of
the Gibraltar Industries, Inc. 2005 Equity Incentive Plan
(incorporated by reference to Exhibit&nbsp;10.1 to the Company&#146;s Current Report
on Form&nbsp;8-K filed January 6, 2009), as amended by the Third
Amendment and Restatement of the Gibraltar Industries, Inc. Equity Incentive Plan,
dated May&nbsp;18, 2009 (incorporated by reference to Exhibit&nbsp;10.1 to the
Company&#146;s Current Report on Form&nbsp;8-K filed May&nbsp;21, 2009)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Ernst &#038; Young LLP, Independent Registered Public Accounting Firm</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Lippes Mathias Wexler Friedman LLP (included in Exhibit&nbsp;5.1)</TD>
</TR>
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</TABLE>
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sv8
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
GIBRALTAR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
16-1445150
(IRS Employer
Identification No.)
3556 Lake Shore Road
P.O. Box 2028
Buffalo, New York
14219-0228
(Address of Principal Executive Offices)
Gibraltar Industries, Inc. 2005 Equity Incentive Plan
(Full title of the plan)
Kenneth W. Smith
Senior Vice President and
Chief Financial Officer
GIBRALTAR INDUSTRIES, INC.
3556 Lake Shore Road
P.O. Box 2028
Buffalo, New York 14219-0228
(Name and address of agent for service)
(716) 826-6500
(Telephone number, including area code, of agent for service)
Copy To:
Michael E. Storck, Esq.
Lippes Mathias Wexler Friedman LLP
665 Main St.
Suite 300
Buffalo, New York 14203
(716) 853-5100
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated
filer," "accelerated filer" and "smaller reporting company" in Rule 12b 2 of the Exchange Act
Large accelerated filer
þ
Non-accelerated filer
o
Accelerated filer
o
Smaller reporting company
o
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
Proposed
Proposed
maximum
maximum
Title of Securities
Amount to be
offering price
aggregate
Amount of
to be registered
registered (1)(2)
per share (2)
offering price (2)
registration fee (2)
Common Stock
750,000 shares
$10.96
$8,220,000.00
$955.00
(1)
Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"),
the shares of common stock covered by this Registration Statement include an indeterminate
number of additional shares of common stock that may become issuable as a result of
reorganizations, recapitalizations, mergers, consolidations, stock splits, stock combinations,
stock dividends, dilutive issuances of securities or other similar transactions pursuant to
the equity incentive plan described herein.
(2)
Estimated solely for the purpose of computing the amount of the registration fee in
accordance with Rule 457(c) under the Securities Act, on the basis of the average high and low
sale prices ($11.26 and $10.65, respectively) of one share of common stock on the NASDAQ Stock
Exchange Global Select Market
®
on February 28, 2011.
Table of Contents
EXPLANATORY NOTES
On June 7, 2007, Gibraltar Industries, Inc. (the "Registrant") filed a Registration Statement under
the Securities Act of 1933, as amended (the "Securities Act") on Form S-8 (Registration No.
333-143582) registering 2,250,000 shares of the Registrant's common stock $0.01 par value, for
issuance under the Registrant's 2005 Equity Incentive Plan. On November 2, 2007, the Registrant
filed a reoffer prospectus respecting the 2005 Equity Incentive Plan on Form S-8 (Registration No.
333-147117). On February 25, 2009, the Registrant's Board of Directors (the "Board") approved a
Third Amendment and Restatement of the 2005 Equity Incentive Plan, which, as further modified by
the Board on April 17, 2009, among other things, increased the number of shares reserved under the
2005 Equity Incentive Plan from 2,250,000 to 3,000,000. On May 18, 2009, the Registrant's
stockholders approved the adoption of the Third Amendment and Restatement of the 2005 Equity
Incentive Plan (the "Plan"). Pursuant to General Instruction E of Form S-8, this Registration
Statement incorporates by reference the contents of our Registration Statements on Form S-8
(Registration Nos. 333-143582 and 333-147117), except as otherwise set forth herein.
This Registration Statement also includes a re-offer prospectus in Part I (the "Revised Reoffer
Prospectus"), which has been revised to update the reoffer prospectus that was filed with
Registrant's Form S-8 Registration Statement (Registration No. 333-147117). The Revised Re-offer
Prospectus has been prepared in accordance with General Instruction C of Form S-8 and the
requirements of Part I of Form S-3, and may be used for re-offers of shares of common stock
(acquired or to be acquired pursuant to awards granted under the Plan) that are defined as "control
securities" or "restricted securities" under General Instruction C of Form S-8.
The names of persons selling shares under the Revised Re-offer Prospectus and the amount of such
shares are set forth below under the caption "Selling Stockholders" to the extent we presently have
such information. However, other affiliate selling stockholders may elect to sell shares under the
Revised Re-offer Prospectus as they receive them from time to time in the future in which case, as
their names and amounts of shares to be reoffered become known, we will supplement the Revised
Re-offer Prospectus with that information. In addition, as permitted by General Instruction C of
Form S-8, certain non-affiliates holding less than the lesser of 1,000 shares or 1% of our common
stock issuable under the Plan may resell restricted securities issued under the Plan up to that
amount under the Revised Re-offer Prospectus without being named therein. Any securities covered
by the Revised Re-offer Prospectus which qualify for sale pursuant to Rule 144 may be sold under
Rule 144 rather than pursuant to this prospectus.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in Part I of this Registration Statement will be
sent or given to all persons who participate in the Plan, as specified by Rule 428(b)(1) of the
Securities Act. These documents are not required to be and are not filed with the Securities and
Exchange Commission (the "Commission") 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.
We will furnish without charge to any person to whom information is required to be delivered, upon
written or oral request, a copy of each document incorporated by reference in Item 3 of Part II of
this registration statement. Requests should be directed to: Attention: Timothy J. Heasley,
Gibraltar Industries, Inc., 3556 Lake Shore Road, P.O. Box 2028, Buffalo, NY 14219-0228 at (716)
826-6500.
The Revised Re-offer Prospectus described in the Explanatory Notes begins on the following page.
i
Table of Contents
RE-OFFER PROSPECTUS
Shares of Common Stock
Gibraltar Industries, Inc.
This re-offer prospectus relates to the reoffer and resale of up to 1,033,017 shares of our common
stock, par value $0.01 per share, issuable pursuant to the terms of our 2005 Equity Incentive Plan
as amended (the "Plan"), which may be offered for sale from time to time by certain of our
stockholders ("Selling Stockholders"), who have acquired or in some cases may hereafter acquire
shares under the Plan, as described below under the caption "Selling Stockholders." We will not
receive any proceeds from the sale of shares of common stock pursuant to this re-offer prospectus.
These Selling Stockholders may resell all, a portion, or none of the shares of common stock to
which this re-offer prospectus relates from time to time. The names of persons selling shares under
this re-offer prospectus and the amount of such shares are set forth below under the caption
"Selling Stockholders" to the extent we presently have such information. However, other affiliate
selling stockholders may elect to sell shares under this re-offer prospectus as they receive them from
time to time in the future, in which case, as their names and amounts of shares to be reoffered
become known, we will supplement this re-offer prospectus with that information. In addition, as
permitted by General Instruction C of Form S-8, certain non-affiliates holding less than the lesser
of 1,000 shares or 1% of our common stock issuable under the Plan may resell restricted securities
issued under the Plan up to that amount under this re-offer prospectus without being named herein.
Any securities covered by this re-offer prospectus which qualify for sale pursuant to Rule 144 may
be sold under Rule 144 rather than pursuant to this prospectus.
See "Selling
Stockholders" beginning on page 7.
This re-offer prospectus has been prepared for the purpose of registering the shares under the
Securities Act of 1933, as amended (the "Securities Act") to allow for future sales by the Selling
Stockholders, on a continuous or delayed basis, to the public without restriction. Each Selling
Stockholder that sells shares of our common stock pursuant to this re-offer prospectus may be
deemed to be an "underwriter" within the meaning of the Securities Act. Any commissions received by
a broker or dealer in connection with resales of shares may be deemed to be underwriting
commissions or discounts under the Securities Act.
You should carefully read this re-offer prospectus, including the information it incorporates by
reference, and any accompanying prospectus supplement before making a decision to purchase shares
from the Selling Stockholders. The shares of common stock registered hereby may be sold from time
to time directly by, or on behalf of, each Selling Stockholders in one or more transactions on the
NASDAQ Stock Exchange Global Select Market
®
or on any other stock exchange on which our common
stock may be listed at the time of sale, in privately negotiated transactions, or through a
combination of such methods, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, at fixed prices (which may be changed) or at negotiated prices. We
will not receive any proceeds from any of these sales. We are paying the expenses incurred in
registering the shares, but all selling and related expenses incurred by each of the selling
stockholders will be borne by that stockholder.
See "Plan of
Distribution" beginning on page 11.
Investing
in our common stock involves risks. See "Risk Factors" beginning on page 1.
Our common stock is listed on the NASDAQ Stock Exchange Global Select Market
®
under the trading
symbol "ROCK." On February 28, 2011 the last reported sale price of our common stock on the NASDAQ
Stock Exchange Global Select Market
®
was $10.83 per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE
The date of this re-offer prospectus is March 3, 2011
ii
Table of Contents
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This re-offer prospectus and the documents incorporated by reference herein contain forward-looking
statements, within the meaning of the Private Securities Litigation Reform Act of 1995 that
are based, in whole or in part, on current expectations, estimates, forecasts, and projections
about the Company's business, and management's beliefs about future operations, results, and
financial position. These statements are not guarantees of future performance and are subject to a
number of risk factors, uncertainties, and assumptions. Risk factors that could affect these
statements include, but are not limited to, the following: the availability of raw materials and
the effects of changing raw material prices on the Company's results of operations; energy prices
and usage; changing demand for the Company's products and services; changes in the liquidity of the
capital and credit markets; risks associated with the integration of acquisitions; and changes in
interest and tax rates. In addition, such forward-looking statements could also be affected by
general industry and market conditions, as well as general economic and political conditions. The
Company undertakes no obligation to update any forward-looking statements, whether as a result of
new information, future events or otherwise, except as may be required by applicable law or
regulation.
You should read this prospectus in its entirety and with the understanding that actual results in
the future may be materially different from what we presently expect. We will not update these
forward-looking statements, even if our situation or expectations change in the future.
You should rely only on the information contained or incorporated by reference in this document. We
have not authorized anyone to provide you with information that is different from that contained in
this document. This document may be used only where it is legal to sell these securities. The
information in this document may be accurate only on the date of this document.
iii
TABLE OF CONTENTS
Page
THE OFFERING
ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
iii
BUSINESS OVERVIEW OF GIBRALTAR INDUSTRIES, INC.
1
RISK FACTORS
1
USE OF PROCEEDS
7
SELLING STOCKHOLDERS
7
PLAN OF DISTRIBUTION
11
LEGAL MATTERS
11
EXPERTS
11
AVAILABLE INFORMATION
12
DOCUMENTS INCORPORATED BY REFERENCE
12
EX-5.1
EX-23.1
Table of Contents
GIBRALTAR INDUSTRIES, INC.
Unless otherwise stated or the context otherwise requires, references in this prospectus to
"Gibraltar," "the Registrant," "the Company," "we," "us," and "our" refer to Gibraltar Industries,
Inc. and its subsidiaries on a consolidated basis.
Our Business
Gibraltar is a leading manufacturer and distributor of products for the building markets. Our
products provide structural and architectural enhancements for residential homes, and to a lesser
extent, to low-rise retail, professional buildings, and other commercial and industrial building
structures. These products include bar grating and expanded metal products, ventilation products,
mail storage solutions including mailboxes and package delivery products, roof edging, flashing,
soffit, drywall corner bead, metal roofing and accessories, steel framing, rain-carrying systems,
and structural connectors. We serve customers throughout North America and Europe. Our most
significant customers consist of The Home Depot, Lowe's Companies, Menard Cashway Lumber, and ABC
Supply. We operate 43 facilities in 20 states, Canada, England, Germany, and Poland, giving us a
broad platform for just-in-time delivery and support to our customers.
Our Strategy
Our strategy is to position Gibraltar as the low-cost provider and market share leader in product
areas that offer the opportunity for sales growth and margin enhancement over the long-term. We
focus on operational excellence including lean initiatives throughout the Company to position
Gibraltar as our customers' low-cost provider of products. We continuously seek to improve our
on-time delivery, quality, and service to position Gibraltar as a preferred supplier to our
customers. We also strive to develop new products, enter new markets, expand market share in the
residential markets, and further penetrate domestic and international building markets to
strengthen our product leadership positions.
Our Industry
Our business occupies an intermediate market between the primary steel, aluminum, resin, and other
basic material producers and the wholesale, retail building supply, and industrial manufacturing
markets. The primary producers typically focus on producing high volumes of their product. We
purchase raw materials from these producers and, through various production processes, convert
these raw materials into specialized products for use in the construction or repair and remodel of
residential and commercial buildings and industrial products. We distribute our products through
wholesale distributors and retailers.
RISK FACTORS
In addition to the other information set forth in this prospectus, including the information we
incorporate herein by reference, you should carefully consider the following risks. If any of the
following risks actually occur, our business, financial condition and/or operating results could be
materially adversely affected.
The United States and worldwide capital and credit markets have experienced significant price and
credit availability volatility, dislocations, and disruptions.
These events have caused market prices of many stocks to fluctuate substantially, the spreads on
prospective debt financings to widen considerably, and have materially impacted liquidity in the
financial markets, making terms for certain financings less attractive, and in some cases have
resulted in the unavailability of financing. Continued uncertainty in the capital and credit
markets may negatively impact our business, including our ability to access additional financing at
reasonable terms, which may negatively affect our ability to make future acquisitions. A prolonged
downturn in the financial markets may cause us to seek alternative sources of potentially less
attractive financing, and may require us to further adjust our business plan accordingly. These
events may also make it more difficult or costly for us to raise capital through the issuance of
our equity securities and could reduce our net income by increasing our interest expense and other
costs of capital. The disruptions in the financial markets may have a material adverse effect on
the market value of our common stock.
1
Table of Contents
The diminished availability of credit and other capital is also affecting end users in the key
markets we serve including the building markets. There is continued uncertainty as to
sustainability of the recovery of the worldwide capital and credit markets and the impact this
period of volatility will continue to have on our key end markets. The effects of existing and any
new U.S. Government measures to aid economic recovery including economic stimulus legislation
continue to be unknown. Further volatility in the worldwide capital and credit markets may
continue to significantly impact the key end markets we serve and could result in further
reductions in sales volumes, increased credit and collection risks, and may have other adverse
effects on our business.
The residential building as well as the repair and remodel industries account for a significant
portion of our sales, and any further reduction in demand from these industries is likely to
adversely affect our profitability and cash flow further.
The residential building market in North America experienced a significant decline in volume
beginning in 2008 and continuing throughout 2009 and 2010 as shown below:
For the Years Ended December 31,
2010
2009
2008
2007
Residential Housing Starts
586,000
554,000
900,000
1,342,000
Similar trends were noted in the other end markets we serve, including the repair and remodel
industry. Our largest customers are retail home improvement centers and wholesale distributors who
serve our key end markets. In 2010, 2009, and 2008, The Home Depot accounted for approximately
15%, 16%, and 10% of our net sales, respectively. A loss of sales to the residential building
industry, or the repair and remodel industry, or to the specified customer, would adversely affect
our profitability and cash flow as it did throughout the years ended December 31, 2010 and 2009.
Our sales of building products decreased during the past two years due to a decline in demand in
the new build residential building and repair and remodel industries. This reduction in volume
caused a decrease in our operating margins compared to prior years. This industry is cyclical,
with product demand based on numerous factors such as availability of credit, interest rates,
general economic conditions, consumer confidence, unemployment levels, and other factors beyond our
control. The current poor economic conditions have negatively affected all of these factors.
Further downturns in demand from the residential building and repair and remodel industries, or any
of the other industries we serve, or a decrease in the prices that we can realize from sales of our
products to customers in any of these markets could continue to adversely affect our profitability
and cash flows.
Our level of indebtedness could adversely affect our ability to raise additional capital to fund
our operations, limit our ability to react to changes in the economy, or our industry and prevent
us from meeting our obligations.
We have total indebtedness of $207.2 million as of December 31, 2010. The following chart shows
our level of indebtedness and certain other information as of December 31, 2010 (dollars in
millions):
As of
December 31, 2010
Senior subordinated notes
$
202.0
Other
5.2
Total debt
$
207.2
Shareholders' equity
$
440.9
Ratio of earnings to fixed charges (1)
0.5x
(1)
For purposes of calculating the ratio of earnings to fixed charges, earnings consist of
income before taxes minus net undistributed equity earnings minus capitalized interest plus
intangible asset impairment charges plus fixed charges. Fixed charges include interest
expense (including amortization of debt issuance costs), capitalized interest, and the portion
of operating rental expense that management believes is representative of the interest
component of rent expense.
We may not be able to generate sufficient cash flow from profitability and other sources to service
all of our indebtedness and we could be forced to take other actions to satisfy our obligations
under our indebtedness, which may not be successful.
Our ability to make scheduled payments or to refinance our debt obligations depends on our
financial and operating performance, which is subject to prevailing economic and competitive
conditions and to certain financial, business, and other factors beyond our control. We cannot
assure you that we will maintain a level of cash flows from operating activities sufficient to
permit us to pay the principal, premium, if any, and interest on our indebtedness.
2
Table of Contents
If our cash flows and capital resources are insufficient to fund our debt service obligations, we
may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional
capital or restructure or refinance our indebtedness. We cannot assure you that we would be able
to take any of these actions, that these actions would be successful and permit us to meet our
scheduled debt service obligations or that these actions would be permitted under the terms of our
existing or future debt agreements. In the absence of such operating results and resources, we
could face substantial liquidity problems and might be required to dispose of material assets or
operations to meet our debt service and other obligations. Our Third Amended and Restated Credit
Agreement dated July 24, 2009 (the Senior Credit Agreement) and our indenture agreement for our
Senior Subordinated 8% Notes restrict our ability to dispose of assets and the use of proceeds from
the disposition. We may not be able to consummate those dispositions or to obtain the proceeds
which we could realize from them and these proceeds may not be adequate to meet any debt service
obligations then due.
If we cannot make scheduled payments on our debt, we will be in default and, as a result:
•
our debt holders could declare all outstanding principal and interest to be due and payable;
•
the lenders under our Senior Credit Agreement could terminate their commitments to lend us
money and foreclose against the assets securing their borrowings; and
•
we could be forced into bankruptcy or liquidation.
Relative to current indebtedness levels, we may still be able to incur substantially more debt.
This could further exacerbate the risks described above.
The terms of the indenture for our Senior Subordinated 8% Notes do not fully prohibit us or our
subsidiaries from incurring additional debt. Additionally, our Senior Credit Agreement provides us
with a revolving credit facility commitment of $200 million with borrowings limited to the lesser
of (i) $200 million or (ii) a borrowing base determined by reference to the trade receivables,
inventories, and property, plant, and equipment of our significant domestic subsidiaries. At
December 31, 2010, we had $85.8 million of availability under our revolving credit facility. Under
the terms of our Senior Credit Agreement, we are required to repay all amounts outstanding under
the revolving credit facility by August 30, 2012. Our principal operating subsidiary, Gibraltar
Steel Corporation of New York, is also a borrower under our Senior Credit Agreement and the full
amount of our commitments under the revolving credit facility may be borrowed by that subsidiary.
In addition, our substantial degree of indebtedness could have other important consequences,
including the following:
•
it may limit our ability to obtain additional debt or equity financing for working capital,
capital expenditures, product development, debt service requirements, acquisitions, and
general corporate or other purposes;
•
a substantial portion of our cash flows from operations have been and are expected to be
dedicated to the payment of principal and interest on our indebtedness and may not be
available for other purposes, including our operations, capital expenditures, and future
business opportunities;
•
certain of our borrowings, including borrowings under our Senior Credit Agreement, are at
variable rates of interest, exposing us to the risk of increased interest rates; and
•
it may limit our ability to adjust to changing market conditions and place us at a
competitive disadvantage compared to our competitors that have less debt.
Restrictive covenants may adversely affect our operations.
Our Senior Credit Agreement and the indenture governing our Senior Subordinated 8% Notes contain
various covenants that limit our ability to, among other things:
•
incur additional debt or provide guarantees in respect of obligations of other persons;
•
pay dividends or distributions or redeem or repurchase capital stock;
3
Table of Contents
•
prepay, redeem, or repurchase debt;
•
make loans, investments including acquisitions, and capital expenditures;
•
incur debt that is senior to our Senior Subordinated 8% Notes but junior to our indebtedness
under our Senior Credit Agreement and other senior indebtedness;
•
incur liens;
•
restrict distributions from our subsidiaries;
•
sell assets and capital stock of our subsidiaries;
•
consolidate or merge with or into, or sell substantially all of our assets to, another
person; and
•
enter into new lines of business.
In addition, the restrictive covenants in the Senior Credit Agreement include a single financial
covenant that requires the Company to maintain a minimum fixed charge coverage ratio of 1.25 to
1.00. Our ability to meet the restrictive covenants in the future can be affected by events beyond
our control and we cannot assure you that we will meet the financial ratio. A breach of any of
these covenants would result in a default under the Senior Credit Agreement. Upon the occurrence
of an event of default under the Senior Credit Agreement, we would attempt to receive a waiver from
our lenders, which could result in us incurring additional financing fees that would be costly and
adversely affect our profitability and cash flows. If a waiver was not provided, the lenders could
elect to declare all amounts outstanding under such facility to be immediately due and payable and
terminate all commitments to extend further credit. If such event of default and election occurs,
the lenders under the Senior Credit Agreement would be entitled to be paid before current Senior
Subordinated 8% Note holders receive any payment under our notes. In addition, if we were unable
to repay those amounts, the lenders under the Senior Credit Agreement could proceed against the
collateral granted to them to secure that indebtedness. We have pledged substantially all our
assets as collateral under our Senior Credit Agreement. If the lenders under our Senior Credit
Agreement accelerate the repayment of borrowings, we cannot assure you that we will have sufficient
assets to repay debt outstanding under our Senior Credit Agreement and our other indebtedness,
including our Senior Subordinated 8% Notes, or borrow sufficient funds to refinance such
indebtedness. An acceleration of the amounts outstanding under the Senior Credit Agreement would
result in an event of default under our Senior Subordinated 8% Notes which would then entitle the
holders thereof to accelerate and demand repayment of the notes as well. Even if we are able to
obtain new financing to pay the amounts due under the Senior Credit Agreement and Senior
Subordinated 8% Notes, it may not be on commercially reasonable terms, or terms that are acceptable
to us. A breach of any of our covenants would have an adverse effect on our business, results of
operations, and cash flow.
Variable rate indebtedness subjects us to interest rate risk which could cause our debt service
obligations to increase significantly.
Certain of our borrowings, primarily borrowings under our Senior Credit Agreement, are, and are
expected to continue to be, at variable rates of interest and expose us to interest rate risk. If
interest rates increase, our debt service obligations on the variable rate indebtedness would
increase on any amounts outstanding under the Senior Credit Agreement, and our net income would
decrease. Assuming all revolving loans were fully drawn or funded on December 31, 2010, as
applicable, each 25 basis point change in interest rates would result in a $0.5 million change in
annual interest expense on debt outstanding under our Senior Credit Agreement.
We rely on a few customers for a significant portion of our net sales, and the loss of those
customers would adversely affect us.
Some of our customers are material to our business and results of operations. In 2010, 2009, and
2008, our ten largest customers accounted for approximately 37%, 37%, and 30% of our net sales,
respectively. Our percentage of net sales to our major customers may increase if we are successful
in pursuing our strategy of broadening the range of products we sell to existing customers. In
such an event, or in the event of any consolidation in the markets we serve, including retailers
selling building products, our net sales may be increasingly sensitive to deterioration in the
financial condition of, or other adverse developments with, one or more of our largest customers.
These customers are also able to exert pricing and other influences on us, requiring us to market,
deliver, and promote our products in a manner that may be more costly to us. Moreover, we
generally do not have long-term contracts with our customers. As a result, although our customers
periodically provide indications of their product needs and purchases, they generally purchase our
products on an order-by-order basis, and the relationship, as well as particular orders, can be
terminated at any time. The loss, bankruptcy, or significant decrease in business from any of our
major customers would have a material adverse effect on our business, results of operations, and
cash flow.
4
Table of Contents
Our business is highly competitive, and increased competition could reduce our gross profit, net
income, and cash flow.
The principal markets that we serve are highly competitive. Competition is based primarily on
quality, price, raw materials and inventory availability, and the ability to meet delivery
schedules dictated by customers. We compete in building markets with companies of various sizes,
some of which have greater financial and other resources than we do and some of which have better
established brand names in the markets we serve. Increased competition could force us to lower our
prices or to offer additional services or enhanced products at a higher cost to us, which could
reduce our gross profit, net income, and cash flow and cause us to lose market share.
Our future operating results may be affected by fluctuations in raw material costs. We may not be
able to pass on increases in raw material costs to our customers.
Our principal raw materials are steel, aluminum, and resins, which we purchase from multiple
primary suppliers. The steel industry as a whole is cyclical, and at times availability and
pricing can be volatile due to a number of factors beyond our control, including general economic
conditions, domestic and worldwide demand, labor costs, competition, import duties, tariffs, and
currency exchange rates. This volatility can significantly affect our steel costs. Our other
significant raw materials, including aluminum and resins, are also subject to price volatility.
Global consolidation of the primary steel producers and increased demand from other nations such as
China and India continue to put upward pressure on market prices for steel and other commodities.
Additionally, we are required to maintain substantial inventories to accommodate the short lead
times and just-in-time delivery requirements of our customers. Accordingly, we purchase raw
materials on a regular basis in an effort to maintain our inventory at levels that we believe are
sufficient to satisfy the anticipated needs of our customers based upon expected buying practices
and market conditions. In an environment of increasing raw material prices, competitive conditions
will impact how much of the steel price increases we can pass on to our customers. To the extent
we are unable to pass on future price increases in our raw materials to our customers, the
profitability of our business and resulting cash flows could be adversely affected. In the event
of rapidly decreasing raw material prices, we may be left to absorb the cost of higher cost
inventory as customers receive reduced pricing related to decreases in raw material costs. To the
extent we are unable to match our costs to purchase raw materials to prices given to our customers,
the profitability of our business and resulting cash flows could be adversely affected.
Lead time and the cost of our products could increase if we were to lose one of our primary
suppliers.
If, for any reason, our primary suppliers of steel, aluminum, or other metals should curtail or
discontinue deliveries to us in quantities we need and at prices that are competitive, our business
could suffer. The number of available suppliers has been reduced in recent years due to industry
consolidation and bankruptcies affecting steel and metal producers and this trend may continue.
Our top ten suppliers accounted for 35% of our purchases during 2010. We could be significantly
and adversely affected if delivery were disrupted from a major supplier or several suppliers. In
addition, we do not have long-term contracts with any of our suppliers. If, in the future, we were
unable to obtain sufficient amounts of the necessary metals at competitive prices and on a timely
basis from our traditional suppliers, we may not be able to obtain such metals from alternative
sources at competitive prices to meet our delivery schedules, which would have a material adverse
effect on our results, profitability, and cash flow.
Increases in energy and freight prices would increase our operating costs, and we may be unable to
pass all these increases on to our customers in the form of higher prices for our products.
We use energy to manufacture and transport our products. In particular, our plants use
considerable electricity. Our operating costs increase if energy costs rise. Although we do not
believe we have experienced materially higher energy costs as a result of new or more stringent
environmental regulations of our energy suppliers, such regulations could increase the cost of
generating energy that is passed on to us. During periods of higher freight and energy costs, we may not be able to recover
our operating cost increases through price increases without reducing demand for our products. In
addition, we do not hedge our exposure to higher prices via energy futures contracts. Increases in
energy prices may reduce our profitability and cash flows if we are unable to pass all the
increases on to our customers.
We may not be able to identify, manage, and integrate future acquisitions successfully, and if we
are unable to do so, we are unlikely to sustain growth in net sales or profitability and our
ability to repay our outstanding indebtedness may decline.
Historically, we have grown through a combination of internal growth plus external expansion
through acquisitions. Although we intend to actively pursue our growth strategy in the future, we
cannot provide any assurance that we will be able to identify appropriate acquisition candidates
or, if we do, that we will be able to negotiate successfully the terms of an acquisition, finance
the acquisition, or integrate the acquired business profitably into our existing operations.
Integration of an acquired business could disrupt our business by diverting management away from
day-to-day operations and could result in liabilities that were not anticipated.
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Further, failure to integrate any acquisition successfully may cause significant operating inefficiencies and could
adversely affect our profitability and our ability to repay our outstanding indebtedness.
Consummating an acquisition could require us to raise additional funds through additional equity or
debt financing. Additional debt financing would increase our interest expense and reduce our cash
flow otherwise available to reinvest in our business and neither debt nor equity financing may be
available on satisfactory terms when required.
We are subject to information system security risks and systems integration issues could disrupt
our internal operations.
We are dependent upon information technology for the distribution of information internally and
also to our customers and suppliers. This information technology is subject to theft, damage, or
interruption from a variety of sources, including but not limited to malicious computer code, such
as worms, viruses and Trojan horses, security breaches, and defects in design. The implementation
of new information technology solutions could lead to interruptions of information flow internally
and to our customers and suppliers while the implementation project is being completed. We
implemented new systems in 2010 and 2009 at several business units. Various measures have been
taken to manage our risks related to information system and network disruptions, but a security
breach, system failure, or failure to implement new systems properly could negatively impact our
operations and financial results.
Our principal stockholders have the ability to exert significant influence in matters requiring a
stockholder vote and could delay, deter, or prevent a change in control of the Company.
Approximately 10% of our outstanding common stock, including shares of common stock issuable under
options and similar compensatory instruments granted which are exercisable, or which are vested or
will vest within 60 days, are owned by Brian J. Lipke, the Chairman of the Board and Chief
Executive Officer of the Company, Eric R. Lipke, Neil E. Lipke, Meredith A. Lipke, and Curtis W.
Lipke, all of whom are siblings, and certain trusts for the benefit of each of them. As a result,
the Lipke family has influence over all actions requiring stockholder approval, including the
election of our board of directors. Through their concentration of voting power, the Lipke family
could delay, deter, or prevent a change in control of our Company or other business combinations
that might otherwise be beneficial to our Company. In deciding how to vote on such matters, the
Lipke family may be influenced by interests that conflict with the interests of other shareholders.
In addition, the Lipke family may have an interest in pursuing transactions that, in their
judgment, enhance the value of their equity investment in the Company, even though those
transactions may involve risks to our other shareholders.
We depend on our senior management team, and the loss of any member could adversely affect our
operations.
Our success is dependent on the management and leadership skills of our senior management team.
The loss of any of these individuals or an inability to attract, retain, and maintain additional
personnel could prevent us from successfully executing our business strategy. We cannot assure you
that we will be able to retain our existing senior management personnel or to attract additional
qualified personnel when needed. We have not entered into employment agreements with any of our
senior management personnel other than Brian J. Lipke, our Chairman of the Board and Chief
Executive Officer, and Henning N. Kornbrekke, our President and Chief Operating Officer.
We could incur substantial costs in order to comply with, or to address any violations of,
environmental laws.
Our operations and facilities are subject to a variety of federal, state, local, and foreign laws
and regulations relating to the protection of the environment and human health and safety. Failure
to maintain or achieve compliance with these laws and regulations or with the permits required for
our operations could result in substantial operating costs and capital expenditures, in addition to
fines and civil or criminal sanctions, third-party claims for property damage or personal injury,
cleanup costs or temporary or permanent discontinuance of operations. Certain facilities of ours
have been in operation for many years and, over time, we and other predecessor operators of these
facilities have generated, used, handled, and disposed of hazardous and other regulated wastes.
Environmental liabilities could exist, including cleanup obligations at these facilities or at
off-site locations where materials from our operations were disposed of or at facilities we
divested, which could result in future expenditures that cannot be currently quantified and which
could reduce our profits and cash flow. We may be held strictly liable for the contamination of
these sites, and the amount of that liability could be material. Under the "joint and several"
liability principle of certain environmental laws, we may be held liable for all remediation costs
at a particular site, even with respect to contamination for which we are not responsible. Changes
in environmental laws, regulations or enforcement policies, including without limitation new or
more stringent regulations affecting greenhouse gas emissions, could have a material adverse effect
on our business, financial condition, or results of operations.
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Labor disruptions at any of our major customers or at our own manufacturing facilities could
adversely affect our results of operations and cash flow.
Many of our customers have unionized workforces and could experience labor disruptions such as work
stoppages, slow-downs, and strikes. A labor disruption at one or more of our customers could
interrupt production or sales by that customer and cause the customer to halt or limit orders for
our products and services. Any such reduction in the demand for our products and services would
adversely affect our net sales, results of operations, and cash flow.
In addition, approximately 19% of our own employees are represented by unions through various
collective bargaining agreements that are scheduled to expire between March 31, 2011 and December
31, 2013. It is likely that our unionized employees will seek an increase in wages and benefits at
the expiration of these agreements, and we may be unable to negotiate new agreements without labor
disruption. In addition, labor organizing activities could occur at any of our facilities. If any
labor disruption were to occur at our facilities, we could lose sales due to interruptions in
production and could incur additional costs, which would adversely affect our net sales, results of
operations, and cash flow.
Our operations are subject to seasonal fluctuations that may impact our cash flow.
Our net sales are generally lower in the first and fourth quarters primarily due to reduced
activity in the building industry due to colder, more inclement weather. In addition, quarterly
results may be affected by the timing of large customer orders. Therefore, our cash flow from
operations may vary from quarter to quarter. If, as a result of any such fluctuation, our
quarterly cash flows were significantly reduced, we may not be able to service our indebtedness or
maintain covenant compliance. A default under any of our indebtedness could prevent us from
borrowing additional funds and limit our ability to pay interest or principal, and allow our senior
secured lenders to enforce their liens against our personal property.
Economic, political, and other risks associated with foreign operations could adversely affect our
financial results.
Although the majority of our business activity takes place in the United States, we derive a
portion of our revenues and earnings from operations in foreign countries, and are subject to risks
associated with doing business internationally. Our sales originating outside the United States
represented approximately 15% of our consolidated net sales during the year ended December 31,
2010. We have facilities in Canada, England, Germany, and Poland. We believe that our business
activities outside of the United States involve a higher degree of risk than our domestic
activities. The risks of doing business in foreign countries include the potential for adverse
changes in the local political climate, in diplomatic relations between foreign countries and the
United States or in governmental policies, laws or regulations, terrorist activity that may cause
social disruption, logistical and communications challenges, costs of complying with a variety of
laws and regulations, difficulty in staffing and managing geographically diverse operations,
deterioration of foreign economic conditions, currency rate fluctuations, foreign exchange
restrictions, differing local business practices and cultural considerations, restrictions on
imports and exports or sources of supply, and changes in duties or taxes. Adverse changes in any
of these risks could adversely affect our net sales, results of operations, and cash flows.
Disruptions to our business or the business of our customers or suppliers, could adversely impact
our operations and financial results.
Business disruptions, including increased costs for or interruptions in the supply of energy or raw
materials, resulting from severe weather events such as hurricanes, floods, blizzards, from
casualty events, such as fires or material equipment breakdown, from acts of terrorism, from
pandemic disease, from labor disruptions, or from other events such as required maintenance
shutdowns, could cause interruptions to our businesses as well as the operations of our customers
and suppliers. Such interruptions could have an adverse effect on our operations and financial results.
USE OF PROCEEDS
All proceeds from the sale of the common stock offered hereby will be for the accounts of the
Selling Stockholders. We will not receive any of the proceeds from the sale from time to time of
the common stock offered hereby. All expenses of registration incurred in connection with this
offering are being borne by us, but all selling and other expenses incurred by any selling
stockholder will be borne by such selling stockholder.
SELLING STOCKHOLDERS
This re-offer prospectus relates to shares that are being registered for re-offer and resale by
Selling Stockholders who have received or acquired, or may hereafter receive or acquire, the shares
pursuant to the Plan. The Selling Stockholders may resell all, a portion, or none of the shares of
common stock from time to time.
7
Table of Contents
The following table sets forth (a) the name of each Selling Stockholder; (b) the number of shares
of common stock beneficially owned by each Selling Stockholder as of February 28, 2011; (c) the
maximum number of shares of common stock that each Selling Stockholder may offer for sale from time
to time pursuant to this reoffer prospectus, whether or not the Selling Stockholder has any present
intention to do so and whether or not such shares have previously been issued to the Selling
Stockholders or may in the future be issued, if at all; and (d) the number of shares of common
stock and the percentage of common stock that would be beneficially owned by each Selling
Stockholders assuming the sale of all shares offered hereby. All information with respect to
beneficial ownership has been furnished by the Selling Stockholders. The inclusion in the table
below of the individuals named therein shall not be deemed to be an admission that any such
individuals are our "affiliates" as that term is defined under Rule 405 under the Securities Act.
Information concerning the identities of the Selling Stockholders, the number of shares that may be
sold by each Selling Stockholder and information about the shares beneficially owned by the Selling
Stockholders may from time to time be updated in supplements to this reoffer prospectus, which will
be filed with the SEC in accordance with Rule 424(b) of the Securities Act if and when necessary.
The names of persons selling shares under this re-offer prospectus and the amount of such shares
are set forth below to the extent we presently have such information. However, other affiliate
Selling Stockholders may elect to sell shares this re-offer prospectus as they receive them from
time to time in the future in which case, as their names and amounts of shares to be re-offered
become known, we will supplement this re-offer prospectus with that information. In addition, as
permitted by General Instruction C of Form S-8, certain non-affiliates holding less than the lesser
of 1,000 shares or 1% of our common stock issuable under the Plan may resell restricted securities
issued under the Plan up to that amount under this re-offer prospectus without being named therein.
Any securities covered by this re-offer prospectus which qualify for sale pursuant to Rule 144 may
be sold under Rule 144 rather than pursuant to this prospectus. Information on the shares offered
pursuant to this reoffer prospectus, as listed below, do not necessarily indicate that the Selling
Stockholder presently intends to sell any or all of the shares so listed. Because the Selling
Stockholders may sell none, some or all of the shares owned by them which are included in this
reoffer prospectus, no estimate can be given as to the number of shares available for resale hereby
that will be held by the Selling Stockholders upon the termination of the offering made hereby. We
have therefore assumed, for purposes of the following table, that the Selling Stockholders will
sell all of the shares owned by them that are being offered hereby, but will not sell any other
shares of our common stock that they presently own.
The address of each Selling Stockholder is c/o Gibraltar Industries, Inc., 3556 Lake Shore
Rd., P.O. Box 2028, Buffalo, New York 14219.
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SHARES BENEFICIALLY OWNED
NUMBER OF
UPON
SHARES BENEFICIALLY OWNED
SHARES
COMPLETION OF THE
PRIOR TO THIS OFFERING (1)
BEING
OFFERING (2)
NAME
NUMBER
PERCENT
OFFERED (1)
NUMBER
PERCENT
Brian J. Lipke
1,368,787
4.50
%
509,063
1,229,413
4.28
%
Chairman of the Board and Chief
Executive Officer (3)
Henning Kornbrekke
203,716
*
374,716
7,500
*
President and Chief Operating Officer (4)
Kenneth W. Smith
22,670
*
58,974
10,000
*
Senior Vice President and Chief
Financial Officer (5)
Timothy J. Heasley
6,569
*
20,408
0
*
Senior Vice President and Corporate
Controller (6)
Paul Murray
9,694
*
19,856
1,789
*
Senior Vice President Human Resources
and Organizational Development (7)
Gerald S. Lippes
55,557
*
7,000
48,557
*
Director (8)
David N. Campbell
13,569
*
7,000
6,569
*
Director (9)
William P. Montague
27,182
*
7,000
20,182
*
Director (10)
Arthur A. Russ, Jr.
26,875
*
7,000
19,875
*
Director (11)
William J. Colombo
15,000
*
11,000
4,000
*
Director (12)
Robert E. Sadler, Jr.
20,000
*
11,000
9,000
*
Director (13)
*
Denotes less than 1%
(1)
Ownership is determined in accordance with Rule 13d-3 under the Securities Exchange Act of
1934. The actual number of shares beneficially owned and offered for sale is subject to
adjustment and could be materially less or more than the estimated amount indicated depending
upon factors, which we cannot predict at this time.
(2)
Assumes all the shares offered hereby are sold to persons who are not affiliates of the
Selling Stockholders and the Selling Stockholders sell no other shares they beneficially own.
(3)
Includes (i) 182,973 shares of common stock registered in the name of the reporting person,
(ii) 987,360 shares of common stock held by two trusts for the benefit of Brian J. Lipke,
(iii) 146,900 shares of common stock, representing Brian J. Lipke's proportionate share of
common stock held by Rush Creek Investment Co., L.P. ("Rush Creek"), Rush Creek's general
partner is Rush Creek Management Company, LLC, which is owned pro rata by trusts established
for the benefit of each of Brian J. Lipke, and four other siblings of the reporting person,
(iv) 9,932 shares of common stock that will be issued within sixty (60) days due to the
vesting of restricted stock units, (v) 5,236 shares of common stock allocated to Brian J.
Lipke's self-directed account under our 401(k) Retirement Savings Plan, (vi) 28,136 shares of
common stock held by trusts and custodial accounts for the benefit of the daughters of Brian
J. Lipke, and (vii) 8,250 shares of common stock held by the minor children of Brian J. Lipke.
Excludes (i) 28,267 shares of common stock held by a trust for the benefit of the mother of
Brian J. Lipke, as to which he serves as one of three trustees and disclaims beneficial
ownership, (ii) 45,000 shares of common stock held by a trust for the benefit of a sibling of
Brian J. Lipke, as to which he serves as one of five trustees and disclaims beneficial
ownership, (iii) 9,407 shares of common stock held by a trust for the benefit a niece of Brian
J. Lipke, as to which he serves as one of four trustees and disclaims beneficial ownership,
(iv) 18,750 shares of common stock held by trusts for the benefit of the children of a sibling
of Brian J. Lipke, as to which he serves as one of three trustees and disclaims beneficial
ownership, (v) 2,077 shares of common stock held in a custodial account for the benefit of a
relative of Brian J. Lipke as to which he disclaims beneficial ownership, and (vi) 15,940
shares of common stock held in custodial accounts for the benefit of the children of a sibling
of Brian J. Lipke as to which he disclaims beneficial ownership. The shares being offered by
Mr. Lipke include 319,973 shares of common stock
9
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underlying
restricted stock units and 189,090 shares of common stock of which 59,648 are currently held in
by the Company in Treasury Stock.
(4)
Includes 203,716 shares of common stock registered in the name of the reporting person. The
shares being offered by Mr. Kornbrekke include 78,333 shares of common stock underlying
restricted stock units and 296,383 shares of common stock of which 100,167 are currently held
in by the Company in Treasury Stock.
(5)
Includes 22,670 shares of common stock registered in the name of the reporting person. The
shares being offered by Mr. Smith include 39,476 shares of common stock underlying restricted
stock units and 19,498 shares of common stock of which 6,828 are currently held in by the
Company in Treasury Stock.
(6)
Includes (i) 5,974 shares of common stock registered in the name of the reporting person and
(ii) 595 shares of common stock to be issued to within sixty (60) days due to the vesting of
restricted stock units. The shares being offered by Mr. Heasley include 11,114 shares of
common stock underlying restricted stock units and 9,294 shares of common stock of which 3,320
are currently held in by the Company in Treasury Stock.
(7)
Includes (i) 6,864 shares of common stock registered in the name of the reporting person (ii)
1,789 shares of common stock allocated to Mr. Murray's self-directed account under our 401(k)
Retirement Savings Plan, (iii) 505 shares of common stock to be issued to within sixty (60)
days due to the vesting of restricted stock units, and (iv) 536 share of common stock issuable
under currently exercisable options pursuant to our 2005 Equity Incentive Plan. The shares
being offered by Mr. Murray include 9,720 shares of common stock underlying restricted stock
units, 536 shares of common stock underlying currently exercisable stock options and 9,600
shares of common stock of which 2,736 are currently held in by the Company in Treasury Stock.
(8)
Includes (i) 53,682 shares of common stock registered in the name of the reporting person,
including 5,000 restricted shares with respect to which Mr. Lippes exercises voting power but
does not currently have dispositive power and (ii) 1,875 shares of common stock held by Lippco
Capital LLC, a company controlled by Mr. Lippes. The shares being offered by Mr. Lippes
include 5,000 shares with respect to which Mr. Lippes exercises voting power but does not
currently have dispositive power.
(9)
Includes (i) 9,819 shares of common stock registered in the name of the reporting person,
including 5,000 restricted shares with respect to which Mr. Campbell exercises voting power
but does not currently have dispositive power and (ii) 3,750 shares of common stock held by an
Individual Retirement Account for the benefit of Mr. Campbell. The shares being offered by
Mr. Campbell include 5,000 shares with respect to which Mr. Campbell exercises voting power
but does not currently have dispositive power.
(10)
Includes 27,182 shares of common stock registered in the name of the reporting person,
including 5,000 restricted shares with respect to which Mr. Montague exercises voting power
but does not currently have dispositive power. The shares being offered by Mr. Montague
include 5,000 shares with respect to which Mr. Montague exercises voting power but does not
currently have dispositive power.
(11)
Includes (i) 24,575 shares of common stock registered in the name of the reporting person,
including 5,000 restricted shares with respect to which Mr. Russ exercises voting power but
does not currently have dispositive power and (ii) 2,300 shares held by his wife as to which
Mr. Russ claims beneficial ownership. Excludes 28,267 shares of common stock held by a trust
for which Mr. Russ serves as one of three trustees and disclaims beneficial ownership. The
shares being offered by Mr. Russ include 5,000 shares with respect to which Mr. Russ exercises
voting power but does not currently have dispositive power.
(12)
Includes 15,000 shares of common stock registered in the name of the reporting person,
including 9,000 restricted shares with respect to which Mr. Colombo exercises voting power but
does not currently have dispositive power. The shares being offered by Mr. Colombo include
9,000 shares with respect to which Mr. Colombo exercises voting power but does not currently
have dispositive power.
(13)
Includes 20,000 shares of common stock registered in the name of the reporting person,
including 9,000 restricted shares with respect to which Mr. Sadler exercises voting power but
does not currently have dispositive power. The shares being offered by Mr. Sadler include
9,000 shares with respect to which Mr. Sadler exercises voting power but does not currently
have dispositive power.
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Table of Contents
PLAN OF DISTRIBUTION
The shares of common stock covered by this prospectus are being registered by Gibraltar for the
account of the Selling Stockholders.
The shares of common stock offered may be sold from time to time directly by or on behalf of each
Selling Stockholder in one or more transactions on the NASDAQ Stock Exchange Global Select Market
®
or any other stock exchange on which the common stock may be listed at the time of sale, in
privately negotiated transactions, or through a combination of such methods, at market prices
prevailing at the time of sale, at prices related to such prevailing market prices, at fixed prices
(which may be changed) or at negotiated prices. The Selling Stockholders may sell shares through
one or more agents, brokers or dealers or directly to purchasers. Such brokers or dealers may
receive compensation in the form of commissions, discounts or concessions from the Selling
Stockholders and/or purchasers of the shares or both. Such compensation as to a particular broker
or dealer may be in excess of customary commissions.
In connection with their sales, a Selling Stockholder and any participating broker or dealer may be
deemed to be "underwriters" within the meaning of the Securities Act, and any commissions they
receive and the proceeds of any sale of shares may be deemed to be underwriting discounts and
commissions under the Securities Act.
We are bearing all costs relating to the registration of the shares of common stock. Any
commissions or other fees payable to brokers or dealers in connection with any sale of the shares
will be borne by the Selling Stockholders or other party selling such shares. Sales of the shares
must be made by the Selling Stockholders in compliance with all applicable state and federal
securities laws and regulations, including the Securities Act.
In addition to any shares sold hereunder, Selling Stockholder may sell shares of common stock in
compliance with Rule 144. There is no assurance that the Selling Stockholders will sell all or a
portion of the common stock offered hereby.
The Selling Stockholders may agree to indemnify any broker, dealer or agent that participates in
transactions involving sales of the shares against certain liabilities in connection with the
offering of the shares arising under the Securities Act.
We have notified the Selling Stockholders of the need to deliver a copy of this prospectus in
connection with any sale of the shares.
LEGAL MATTERS
Certain legal matters relating to the validity of the issuance of common stock in this offering are
being passed upon for us by Lippes Mathias Wexler Friedman LLP, Buffalo, New York. Gerald S.
Lippes, a director of our company, is a partner at Lippes Mathias Wexler Friedman LLP, and is also
a stockholder of the Company.
EXPERTS
The consolidated financial statements and related financial statement schedule of Gibraltar
Industries, Inc. appearing in Gibraltar Industries, Inc.'s Annual Report (Form 10-K) for the year
ended December 31, 2010 and the effectiveness of the internal control over financial reporting as
of December 31, 2010 have been audited by Ernst & Young LLP, independent registered public
accounting firm, as set forth in their report thereon, included therein, and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by reference in reliance
upon such reports given on the authority of such firm as experts in accounting and auditing.
11
Table of Contents
AVAILABLE INFORMATION
We file annual, quarterly, and current reports, proxy statements and other information with the
SEC. Our common stock is listed and traded on the NASDAQ Stock Exchange Global Select Market
®
under
the trading symbol "ROCK." Our SEC filings can be read and copied at the SEC's public reference
room at 450 Fifth Street, N.W., Washington, D.C. 20549. We also make available on our website,
(
www.gibraltar1.com
), free of charge, our annual reports on Form 10-K, quarterly reports on
Form 10-Q and Current Reports on Form 8-K, as soon as practical after we file these reports with
the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the
public reference room. Our SEC filings are also available over the Internet at the SEC's website at
http://www.sec.gov
. You may obtain any of these documents at no cost, by writing or
telephoning us at the following address:
Gibraltar Industries, Inc.
3556 Lake Shore Road
P.O. Box 2028
Buffalo, New York
14219-0228
(716) 826-6500
You should rely solely on the information included or incorporated by reference in this re-offer
prospectus or any supplement. We have not authorized anyone to provide you with different
information. You should not assume that the information in this re-offer prospectus or any
supplement is accurate as of any date other than the date on the front of this re-offer prospectus.
DOCUMENTS INCORPORATED BY REFERENCE
We are incorporating by reference certain information that we have filed with the SEC under the
informational requirements of the Exchange Act, which means that we disclose important information
to you by referring to another document filed separately with the SEC. The information contained in
the documents we are incorporating by reference is considered to be a part of this prospectus, and
the information that we later file with the SEC will automatically update and supersede the
information contained or incorporated by reference in this prospectus.
The
following document filed with the SEC is incorporated by reference in this re-offer
prospectus:
•
our Annual Report on Form 10-K for the year ended December 31, 2010
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act prior to filing a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities offered hereby then remaining unsold, shall be
deemed to be incorporated by reference herein and shall be deemed to be a part hereof from the date
of the filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified, superseded or replaced by a statement or information contained in
any other subsequently filed document incorporated herein by reference. Any such statement so
modified, superseded or replaced shall not be deemed except as so modified, superseded or replaced,
to constitute a part of this registration statement.
The Company will provide without charge to each person to whom a copy of this registration
statement is delivered upon the written or oral request by such person, a copy of any or all
documents that have been incorporated by reference herein (other than exhibits to such documents,
unless such exhibits are specifically incorporated by reference in such documents). Written or oral
requests should be directed to: Attention: Timothy J. Heasley, Gibraltar Industries, Inc., 3556
Lake Shore Road, P.O. Box 2028, Buffalo, NY 14219-0228 at (716) 826-6500.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the SEC under the Exchange Act are incorporated
herein by reference:
•
our Registration Statements on Form S-8 (File Nos. 333-143582 and 333-147117,
respectively filed with the SEC on June 7, 2007 and November 2, 2007);
•
our Annual Report on Form 10-K for the year ended December 31, 2010;
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act prior to filing a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities offered hereby then remaining unsold, shall be
deemed to be incorporated by reference herein and shall be deemed to be a part hereof from the date
of the filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified, superseded or replaced by a statement or information contained in
any other subsequently filed document incorporated herein by reference. Any such statement so
modified, superseded or replaced shall not be deemed except as so modified, superseded or replaced,
to constitute a part of this registration statement.
The Company will provide without charge to each person to whom a copy of this registration
statement is delivered upon the written or oral request by such person, a copy of any or all
documents that have been incorporated by reference herein (other than exhibits to such documents,
unless such exhibits are specifically incorporated by reference in such documents). Written or oral
requests should be directed to: Attention: Timothy J. Heasley, Gibraltar Industries, Inc., 3556
Lake Shore Road, P.O. Box 2028, Buffalo, NY 14219-0228 at (716) 826-6500.
Item 4. Description of Securities
Not Applicable
Item 5. Interests of Named Experts and Counsel
Certain legal matters relating to the validity of the issuance of common stock in this offering are
being passed upon for us by Lippes Mathias Wexler Friedman LLP, Buffalo, New York. Gerald S.
Lippes, a director of our company, is a partner at Lippes Mathias Wexler Friedman LLP and is also a
stockholder of the Company.
Item 6. Indemnification of Directors and Officers
Set forth below is a description of certain provisions of the Certificate of Incorporation of the
Company, the Bylaws of the Company and the General Corporation Law of the State of Delaware, such
as, provisions relating to the indemnification of the directors and officers of the Company. This
description is intended only as a summary and is qualified in its entirety by reference to the
Certificate of Incorporation, the Bylaws and the General Corporation Law of the State of Delaware.
The Company's Certificate of Incorporation provides that the Company shall, to the full extent
provided by Sections 102 and 145 of the General Corporation Law of the State of Delaware, as
amended from time to time, indemnify all persons whom it may indemnify pursuant thereto and
eliminates the personal liability of its directors to the full extent permitted by Section
102(b)(7) of the General Corporation Law of the State of Delaware, as amended from time to time.
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Section 145 of the General Corporation Law of the State of Delaware permits a corporation to
indemnify its directors and officers against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlements actually and reasonably incurred by them in connection with any
action, suit or proceeding brought by third parties, if such directors or officers acted in good
faith and in a manner they reasonably believed to be or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, if they had no reasonable cause
to believe their conduct was unlawful. In an action by, or in the right of, the corporation,
indemnification may be made only for expenses actually and reasonably incurred by directors and
officers in connection with the defense or settlement of an action or suit, and only with respect
to a matter as to which they shall have acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation, except that no
indemnification shall be made if such person shall have been adjudged liable to the corporation,
although the court in which the suit or action was brought or the Delaware Court of Chancery may
determine upon application that the defendant officers or directors are reasonably entitled to
indemnity for such expenses despite such adjudication of liability.
Section 102(b)(7) of the General Corporation Law of the State of Delaware provides that a
corporation may eliminate or limit 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 (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction
from which the director derived an improper personal benefit. No such provision shall eliminate or
limit the ability of a director for any reason or omission occurring prior to the date when such
provision becomes effective.
Item 7. Exemption from Registration Claimed
Not Applicable
Item 8. Exhibits
The following exhibits are filed as part of this registration statement.
Exhibit No.
Description
5.1
Opinion of Lippes Mathias Wexler Friedman LLP
10.1
Second Amendment and Restatement of
the Gibraltar Industries, Inc. 2005 Equity Incentive Plan
(incorporated by reference to Exhibit 10.1 to the Company's Current Report
on Form 8-K filed January 6, 2009), as amended by the Third
Amendment and Restatement of the Gibraltar Industries, Inc. Equity Incentive Plan,
dated May 18, 2009 (incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K filed May 21, 2009)
23.1
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
23.2
Consent of Lippes Mathias Wexler Friedman LLP (included in Exhibit 5.1)
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(a)
To file, during any period in which offers and sales are being made, a post-effective
amendment to the 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 this
registration statements (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 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
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(iii) To include any material information with respect to the plan of distribution not disclosed
previously in the registration statement or any material change to such information in the
registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the registrant
pursuant to Sections 13 or 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(b)
That, for the purpose of determining any liability under the Securities Act, each
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.
(c)
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.
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 Sections 13(a) or
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.
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 provisions described
in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC 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 an 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 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 of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Buffalo, State of New York, on March 3, 2011
Date:
March 3, 2011
Gibraltar Industries, Inc.
By:
/s/ Kenneth W. Smith
Name:
Kenneth W. Smith
Title:
Senior Vice President,
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons in the capacities and on the date indicated.
Signature
Title
Date
Chairman of the Board and Chief Executive Officer
March 3, 2011
/s/Brian J. Lipke
Brian J. Lipke
(Principal Executive Officer)
/s/
Henning Kornbrekke
Henning Kornbrekke
President and Chief Operating Officer
March 3, 2011
Senior Vice President and Chief Financial Officer
March 3, 2011
/s/ Kenneth W. Smith
Kenneth W. Smith
(Principal Financial Officer and
Principal Accounting Officer)
/s/
Robert E. Sadler, Jr.
Robert E. Sadler, Jr.
Director
March 3, 2011
/s/
Gerald S. Lippes
Gerald S. Lippes
Director
March 3, 2011
/s/
Arthur A. Russ, Jr.
Arthur A. Russ, Jr.
Director
March 3, 2011
/s/
William P. Montague
William P. Montague
Director
March 3, 2011
/s/
David N. Campbell
David N. Campbell
Director
March 3, 2011
/s/
William J. Colombo
William J. Colombo
Director
March 3, 2011
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Exhibit Index
Exhibit No.
Description
5.1
Opinion of Lippes Mathias Wexler Friedman LLP
10.1
Second Amendment and Restatement of
the Gibraltar Industries, Inc. 2005 Equity Incentive Plan
(incorporated by reference to Exhibit 10.1 to the Company's Current Report
on Form 8-K filed January 6, 2009), as amended by the Third
Amendment and Restatement of the Gibraltar Industries, Inc. Equity Incentive Plan,
dated May 18, 2009 (incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K filed May 21, 2009)
23.1
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
23.2
Consent of Lippes Mathias Wexler Friedman LLP (included in Exhibit 5.1)
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