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


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">As filed with the Securities and Exchange Commission on August&nbsp;5, 2011
</DIV>


<DIV align="right" style="font-size: 10pt; margin-top: 6pt">Registration No.&nbsp;333-
</DIV>


<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>SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

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

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


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

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>BLUELINX HOLDINGS INC.</B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</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</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>77-0627356</B></TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction of
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. Employer</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">incorporation or organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Identification No.)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>4300 Wildwood Parkway</B><BR>
<B>Atlanta, Georgia 30339<BR>
(404)&nbsp;953-7000</B><BR>
(Address, including zip code, of registrant&#146;s principal executive offices)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan</B><BR>
(Full title of the plan)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><DIV align="center"><DIV style="FONT-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Sara E. Epstein<BR>
Senior Counsel<BR>
BlueLinx Holdings Inc.<BR>
4300 Wildwood Parkway<BR>
Atlanta, Georgia 30339<BR>
(404)&nbsp;953-7000</B><BR>
(Name, address and telephone number, including area code, of agent for service)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><DIV align="center"><DIV style="FONT-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV></DIV>

<DIV align="center" style="font-size: 10pt">With copies to:</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>David W. Ghegan, Esq.<BR>
Troutman Sanders LLP<BR>
600 Peachtree Street, N.E., Suite&nbsp;5200<BR>
Atlanta, Georgia 30308<BR>
(404)&nbsp;885-3000</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. (Check one):
</DIV>
<DIV align="center">
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    <TD width="3%">&nbsp;</TD>
    <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>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top" nowrap>Large accelerated filer <FONT style="font-family: Wingdings">&#111;</FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" nowrap>Accelerated filer <FONT style="font-family: Wingdings">&#111;</FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" nowrap>Non-accelerated filer <FONT style="font-family: Wingdings">&#254;</FONT>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" nowrap>Smaller reporting company <FONT style="font-family: Wingdings">&#111;</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" nowrap>(Do not check if a smaller reporting company)</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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<TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="39%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="23%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="13%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&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 maximum</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 nowrap align="CENTER">Title of</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 per</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">maximum 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="CENTER" style="border-bottom: 0px solid #000000">securities to be registered</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 0px solid #000000">registered(1)</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">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" style="border-bottom: 0px solid #000000">registration fee</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, par value
$0.01 per share</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 2px solid #000000">2,000,000 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="top" style="border-top: 2px solid #000000">$2.14</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="top" style="border-top: 2px solid #000000">$4,280,000</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="top" style="border-top: 2px solid #000000">$497</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: 3pt; margin-top: 3pt; width: 18%; border-top: 0px 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>Represents additional shares of common stock, par value $0.01 per share (the &#147;Common Stock&#148;)
of BlueLinx Holdings Inc., a Delaware corporation, reserved for issuance upon the exercise of
options and the issuance of restricted shares of Common Stock granted or available to be
granted under the Company&#146;s Amended and Restated 2006 Long-Term Equity Incentive Plan.
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration
statement also covers an indeterminate number of additional shares that may be offered and
issued to prevent dilution resulting from stock splits, stock dividends or similar
transactions.</TD>
</TR>

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

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Estimated solely for the purpose of calculating the registration fee in accordance with Rule
457(h) based on the average of the high and low price per share of Registrant&#146;s common stock
as reported on the New York Stock Exchange on August&nbsp;3, 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>







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

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<A name="G27841toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
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	<TD width="76%"></TD>
</TR>
<TR><TD colspan="9"><A HREF="#G27841000"> Part&nbsp;I &#151; Information Required in the Section 10(a) Prospectus</A></TD></TR>
<TR><TD colspan="9"><A HREF="#G27841001"> Part&nbsp;II &#151; Information Required in the Registration Statement</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#G27841002">Item&nbsp;3. Incorporation of Documents by Reference.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#G27841003">Item&nbsp;4. Description of Securities.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#G27841004">Item&nbsp;5. Interests of Named Experts and Counsel.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#G27841005">Item&nbsp;6. Indemnification of Directors and Officers.</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#G27841006">Item&nbsp;7. Exemption from Registration Claimed</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#G27841007">Item&nbsp;8. Exhibits</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#G27841008">Item&nbsp;9. Undertakings</A></TD></TR>
<TR><TD colspan="9"><A HREF="#G27841009">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#G27841010">EXHIBIT INDEX</A></TD></TR>
<TR><TD colspan="9"><A HREF="g27841exv5w1.htm">EX-5.1</A></TD></TR>
<TR><TD colspan="9"><A HREF="g27841exv23w1.htm">EX-23.1</A></TD></TR>
</TABLE>
</CENTER>
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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Explanatory Note</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;BlueLinx Holdings Inc., a Delaware corporation (the &#147;Company,&#148; &#147;we,&#148; &#147;us,&#148; or &#147;our&#148;), has
prepared this registration statement in accordance with the requirements of Form S-8 under the
Securities Act to register 2,000,000 additional shares of the Company&#146;s common stock issuable
pursuant to the Company&#146;s Amended and Restated 2006 Long Term Equity Incentive Plan (the &#147;Plan&#148;).
The Plan, including the authorization of issuance of such additional shares, was approved by the
Company&#146;s stockholders at the annual meeting of stockholders held on May&nbsp;19, 2011. The Plan is an
amendment and restatement of the Company&#146;s 2006 Long Term Equity Incentive Plan with respect to
which the Company filed registration statements on Form S-8 with the Securities and Exchange
Commission on May&nbsp;31, 2006 (registration number 333-134612) and June&nbsp;9, 2008 (registration number
333-151529). The total number of shares of Company common stock issuable under the Plan is
5,200,000, which includes the 2,000,000 shares of common stock registered on this registration
statement and the 3,200,000 shares of Company common stock previously registered on the prior
registration statements.
</DIV>
<!-- link1 " Part&nbsp;I &#151; Information Required in the Section 10(a) Prospectus" -->
<DIV align="left"><A NAME="G27841000"></A></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Part I &#151; Information Required in the Section&nbsp;10(a) Prospectus</B>
</DIV>


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

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The documents incorporated by reference in Item&nbsp;3 of Part&nbsp;II of this registration statement
are available to participants in the Plan, without charge, upon written or oral request, and they
are also incorporated by reference in the Section 10(a) prospectus described in Item&nbsp;1, above. The
Company will also provide, without charge, upon written or oral request, other documents required
to be delivered to employees pursuant to Rule 428(b) under the Securities Act. Requests for the
above mentioned information should be directed to the Senior Counsel, BlueLinx Holdings Inc., 4300
Wildwood Parkway, Atlanta, Georgia 30339, telephone number (404)&nbsp;953-7000.
</DIV>
<!-- link1 " Part&nbsp;II &#151; Information Required in the Registration Statement" -->
<DIV align="left"><A NAME="G27841001"></A></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Part II &#151; Information Required in the Registration Statement</B>
</DIV>

<!-- link2 "Item&nbsp;3. Incorporation of Documents by Reference." -->
<DIV align="left"><A NAME="G27841002"></A></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">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Commission allows us to &#147;incorporate by reference&#148; the information we file with the
Commission, which means we can disclose important information to investors by referring investors
to those documents. The information incorporated by reference is an important part of this
registration statement, and information we file later will automatically update and supersede this
information. The following documents are incorporated by reference:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;Our Annual Report on Form 10-K for the fiscal year ended January&nbsp;1, 2011, filed with the
Commission on February&nbsp;28, 2011.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;Quarterly Report on Form 10-Q for the quarter ended April&nbsp;2, 2011, filed with the
Commission on May&nbsp;6, 2011 and our Quarterly Report on Form 10-Q for the quarter ended July&nbsp;2, 2011,
filed with the Commission on August&nbsp;5, 2011;
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->II-1<!-- /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">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;Our Current Reports on Form 8-K filed with the Commission on April&nbsp;26, 2011, May&nbsp;12, 2011,
May&nbsp;20, 2011 (as amended on June&nbsp;23, 2011), June&nbsp;20, 2011, July&nbsp;14, 2011 and August&nbsp;1, 2011; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;The description of our Common Stock contained in our registration statement on Form 8-A
filed with the Commission on December&nbsp;13, 2004, as amended on August&nbsp;5, 2011 and any amendments to
such registration statement or any other report that we may file in the future for the purpose of
updating such description.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents filed by us pursuant to Sections&nbsp;13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof from the date of
filing of such documents. Any statement contained in this registration statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a statement contained
herein, or in any other subsequently filed document which also is or is deemed to be incorporated
by reference herein, modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
</DIV>
<!-- link2 "Item&nbsp;4. Description of Securities." -->
<DIV align="left"><A NAME="G27841003"></A></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">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>
<!-- link2 "Item&nbsp;5. Interests of Named Experts and Counsel." -->
<DIV align="left"><A NAME="G27841004"></A></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">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>
<!-- link2 "Item&nbsp;6. Indemnification of Directors and Officers." -->
<DIV align="left"><A NAME="G27841005"></A></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"><I>Indemnification Under the Delaware General Corporation Law</I>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 of the General Corporation Law of the State of Delaware (the &#147;DGCL&#148;) authorizes a
corporation to indemnify any person who was or is a party, or is threatened to be made a party, to
any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that the person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys&#146; fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding, if the person acted in good faith and in a manner the person
reasonably believed to be in, or not opposed to, the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe the person&#146;s
conduct was unlawful. In addition, the DGCL does not permit indemnification in any threatened,
pending or completed action or suit by or in the right of the corporation in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to the corporation,
unless and only to the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to indemnity for such
expenses, which such court shall deem proper. To the extent that a present or former director or
officer of a corporation has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to above, or in defense of any claim, issue or matter, such person
shall be indemnified against expenses, including attorneys&#146; fees, actually and reasonably incurred
by such person.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Indemnity is mandatory to the extent a claim, issue or matter has been successfully defended. The
DGCL also allows a corporation to provide for the elimination or limit of the personal liability of
a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty
as a director, provided that such provision shall not eliminate or limit the liability of a
director
</DIV>


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

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

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

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

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

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Indemnification Under the Company&#146;s Amended and Restated Certificate of Incorporation (the &#147;Charter&#148;)</I>

</DIV>

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

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

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">part in any suit for the advancement of expenses or indemnification hereunder, the Covered Person
shall be entitled to payment of the expense of litigating such suit. Nothing in Article&nbsp;VI shall
affect any rights to indemnification or advancement of expenses to which directors, officers,
employees or agents of the Company otherwise may be entitled under the Amended and Restated
By-laws, any written agreement with the Company or otherwise. The Company may, to the extent
authorized from time to time by the Board of Directors or stockholders, grant rights to
indemnification and to the advancement of expenses to any employee or agent of the Company to the
fullest extent of the provisions of Article&nbsp;VI with respect to the indemnification and advancement
of expenses of directors and officers of the Company. Without limiting the generality or the effect
of the foregoing, the Company may enter into one or more agreements with any person that provides
for indemnification greater or different than that provided in Article&nbsp;VI. No amendment or repeal
of this Article&nbsp;VI shall adversely affect any right or protection existing thereunder or pursuant
thereto immediately prior to such amendment or repeal.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Indemnification Under the Amended and Restated By-laws</I>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5.01 of Article&nbsp;V of the Company&#146;s Amended and Restated By-laws provides that the
Company shall indemnify and hold harmless, and advance expenses, to the fullest extent permitted by
applicable law as it presently exists or may hereafter be amended, any person (a &#147;Covered Person&#148;)
who (1)&nbsp;was or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Company) by reason of the fact that he or she, or a
person for whom he or she is the legal representative, is or was a director or officer of the
Company or, while a director or officer of the Company, is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation or of a partnership, joint
venture, trust, nonprofit entity or other enterprise, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses (including attorneys&#146; fees)
judgments, fines and amounts paid in settlement actually and reasonably incurred by such Covered
Person in connection with such action suit or proceeding if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best interests of the Company,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful or (2)&nbsp;was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the Company to procure a
judgment in its favor by reason of the fact that he or she, or a person for whom he or she is the
legal representative, is or was a director or officer of the Company or, while a director or
officer of the Company, is or was serving at the request of the Company as a director, officer,
employee or agent of another corporation or of a partnership, joint venture, trust, nonprofit
entity or other enterprise, including service with respect to employee benefit plans, against all
liability and loss suffered and expenses (including attorneys&#146; fees) actually and reasonably
incurred by such Covered Person in connection with the defense or settlement of such action or suit
if he or she acted in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Company, except as otherwise provided by law. Notwithstanding
the preceding sentence, except as otherwise provided in the Amended and Restated By-laws, the
Company shall be required to indemnify a Covered Person in connection with a proceeding (or part
thereof) commenced by such Covered Person only if the commencement of such proceeding (or part
thereof) by the Covered Person was authorized by the Amended and Restated By-laws, in any written
agreement with the Company, or in the specific case by the Board or stockholders; provided,
however, that if successful in whole or in part in any suit for the advancement of expenses or
indemnification hereunder, the Covered Person shall be entitled to payment of the expense of
litigating such suit. Nothing in Article&nbsp;V shall affect any rights to indemnification or
advancement of expenses to which directors, officers, employees or agents of the Company otherwise
may be entitled under the Amended and Restated By-laws, any written agreement with the Company or
otherwise. The Company may, to the extent authorized from time to time by the Board or
stockholders, grant rights to indemnification and to the advancement of expenses to any employee or
agent of the Company to the fullest extent of the provisions of Article&nbsp;V with respect to the
indemnification and advancement of expenses of directors and officers of the Company. Without
limiting the generality or the effect of the foregoing, the Company may enter into one or more
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">agreements with any person that provides for indemnification greater or different than that
provided in Article&nbsp;V. No amendment or repeal of Article&nbsp;V shall adversely affect any right or
protection existing thereunder or pursuant thereto immediately prior to such amendment or repeal.
</DIV>


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

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

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

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

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

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

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Indemnification Under Indemnification Agreements With Our Directors and Executive Officers</I>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have entered into Indemnification Agreements with each of our directors and executive
officers pursuant to which the Company has agreed to provide for the advancement of expenses and
indemnification of, to the fullest extent permitted under Delaware law, as the same may be amended
from time to time, for each person party to an Indemnification Agreement.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link2 "Item&nbsp;7. Exemption from Registration Claimed" -->
<DIV align="left"><A NAME="G27841006"></A></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">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>
<!-- link2 "Item&nbsp;8. Exhibits" -->
<DIV align="left"><A NAME="G27841007"></A></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">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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="7%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left">Exhibit</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Number</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Description</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Troutman Sanders 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">BlueLinx Holdings Inc. Amended and Restated 2006 Long-Term
Equity Incentive Plan (incorporated by reference to Appendix&nbsp;A
to the Company&#146;s Definitive Proxy Statement for the 2011 Annual
Meeting of Stockholders, filed with the Commission on April&nbsp;18,
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>
</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.</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 Troutman Sanders LLP (contained in Exhibit&nbsp;5 hereto).</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">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included in the signature page of this
registration statement).</TD>
</TR>
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</TABLE>
</DIV>

<!-- link2 "Item&nbsp;9. Undertakings" -->
<DIV align="left"><A NAME="G27841008"></A></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">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The undersigned registrant hereby undertakes:
</DIV>

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


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

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;To reflect in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Securities and Exchange Commission (the &#147;Commission&#148;)
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;
</DIV>

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

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration
statement is on Form S-8, and the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the
registrant pursuant to Section&nbsp;13 or 15(d) of the Exchange Act that are incorporated by reference
in the registration statement.
</DIV>


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


<P align="center" style="font-size: 10pt"><!-- Folio -->II-6<!-- /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">therein, and the offering of such securities at that time shall be deemed to be the initial <I>bona
fide </I>offering thereof.
</DIV>


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


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

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

<P align="center" style="font-size: 10pt"><!-- Folio -->II-7<!-- /Folio -->
</DIV>

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


<!-- link1 "SIGNATURES" -->
<DIV align="left"><A NAME="G27841009"></A></DIV>
<DIV align="center" style="font-size: 10pt; margin-top: 18pt">SIGNATURES
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Atlanta, Georgia, on this 5th day of August, 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">BLUELINX HOLDINGS INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ George R. Judd
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">George R. Judd&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">President and Chief Executive Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

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



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We, the undersigned directors and officers of BlueLinx Holdings Inc. hereby severally
constitute and appoint George R. Judd, H. Douglas Goforth and Dean A. Adelman, or any of them, as
our true and lawful attorney and agent, to do any and all things in our names in the capacities
indicated below which said attorney and agent may deem necessary or advisable to enable BlueLinx to
comply with the Securities Act of 1933, and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with this registration statement, including
specifically, but not limited to, power and authority to sign for us in our names in the capacities
indicated below the registration statement and any and all amendments (including post-effective
amendments) thereto and other documents in connection herewith, including any related registration
statement filed pursuant to Rule 462(b) of the Securities Act of 1933, with the Securities and
Exchange Commission; and we hereby approve, ratify and confirm all that said attorney and agent
shall do or cause to be done by virtue thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities and on the dates indicated.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="35%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Signature</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Title</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Date</B></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ George R. Judd
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">President and Chief Executive
Officer and Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">August&nbsp;5, 2011&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">George R. Judd
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Principal Executive Officer)</TD>
    <TD>&nbsp;</TD>
    <TD align="center" 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="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Howard D. Goforth
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Senior Vice President, Chief
Financial Officer and
Treasurer
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">August&nbsp;5, 2011&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Howard D. Goforth
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Principal Financial Officer)</TD>
    <TD>&nbsp;</TD>
    <TD align="center" 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="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Scott T. Phillips
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Chief Accounting Officer
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">August&nbsp;5, 2011&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Scott T. Phillips
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Principal Accounting Officer)</TD>
    <TD>&nbsp;</TD>
    <TD align="center" 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="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Howard S. Cohen
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">August&nbsp;5, 2011&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Howard S. Cohen</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" 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="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Richard S. Grant
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">August&nbsp;5, 2011&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Richard S. Grant</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


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

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#G27841toc">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="35%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Steven F. Mayer
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">August&nbsp;5, 2011&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Steven F. Mayer</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" 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="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Charles H. McElrea
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">August&nbsp;5, 2011&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Charles H. McElrea</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" 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="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Alan H. Schumacher
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">August&nbsp;5, 2011&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Alan H. Schumacher</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" 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="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Robert G. Warden
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">August&nbsp;5, 2011&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Robert G. Warden</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" 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="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ M. Richard Warner
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">August&nbsp;5, 2011&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">M. Richard Warner</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


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

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#G27841toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link1 "EXHIBIT INDEX" -->
<DIV align="left"><A NAME="G27841010"></A></DIV>

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

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="7%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left">Exhibit</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Number</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Description</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Troutman Sanders 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">BlueLinx Holdings Inc. Amended and Restated 2006 Long-Term
Equity Incentive Plan (incorporated by reference to Appendix&nbsp;A
to the Company&#146;s Definitive Proxy Statement for the 2011 Annual
Meeting of Stockholders, filed with the Commission on April&nbsp;18,
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>
</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.</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 Troutman Sanders LLP (contained in Exhibit&nbsp;5 hereto).</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">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of Attorney (included in the signature page of this
registration statement).</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


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

</BODY>
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sv8
Table of Contents
As filed with the Securities and Exchange Commission on August 5, 2011
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BLUELINX HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware
77-0627356
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
4300 Wildwood Parkway
Atlanta, Georgia 30339
(404) 953-7000
(Address, including zip code, of registrant's principal executive offices)
BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan
(Full title of the plan)
Sara E. Epstein
Senior Counsel
BlueLinx Holdings Inc.
4300 Wildwood Parkway
Atlanta, Georgia 30339
(404) 953-7000
(Name, address and telephone number, including area code, of agent for service)
With copies to:
David W. Ghegan, Esq.
Troutman Sanders LLP
600 Peachtree Street, N.E., Suite 5200
Atlanta, Georgia 30308
(404) 885-3000
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. (Check one):
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
þ
Smaller reporting company
o
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
Proposed maximum
Proposed
Title of
Amount to be
offering price per
maximum aggregate
Amount of
securities to be registered
registered(1)
share(2)
offering price(2)
registration fee
Common Stock, par value
$0.01 per share
2,000,000 shares
$2.14
$4,280,000
$497
(1)
Represents additional shares of common stock, par value $0.01 per share (the "Common Stock")
of BlueLinx Holdings Inc., a Delaware corporation, reserved for issuance upon the exercise of
options and the issuance of restricted shares of Common Stock granted or available to be
granted under the Company's Amended and Restated 2006 Long-Term Equity Incentive Plan.
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration
statement also covers an indeterminate number of additional shares that may be offered and
issued to prevent dilution resulting from stock splits, stock dividends or similar
transactions.
(2)
Estimated solely for the purpose of calculating the registration fee in accordance with Rule
457(h) based on the average of the high and low price per share of Registrant's common stock
as reported on the New York Stock Exchange on August 3, 2011.
TABLE OF CONTENTS
Part I — Information Required in the Section 10(a) Prospectus
Part II — Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
Item 4. Description of Securities.
Item 5. Interests of Named Experts and Counsel.
Item 6. Indemnification of Directors and Officers.
Item 7. Exemption from Registration Claimed
Item 8. Exhibits
Item 9. Undertakings
SIGNATURES
EXHIBIT INDEX
EX-5.1
EX-23.1
Table of Contents
Explanatory Note
BlueLinx Holdings Inc., a Delaware corporation (the "Company," "we," "us," or "our"), has
prepared this registration statement in accordance with the requirements of Form S-8 under the
Securities Act to register 2,000,000 additional shares of the Company's common stock issuable
pursuant to the Company's Amended and Restated 2006 Long Term Equity Incentive Plan (the "Plan").
The Plan, including the authorization of issuance of such additional shares, was approved by the
Company's stockholders at the annual meeting of stockholders held on May 19, 2011. The Plan is an
amendment and restatement of the Company's 2006 Long Term Equity Incentive Plan with respect to
which the Company filed registration statements on Form S-8 with the Securities and Exchange
Commission on May 31, 2006 (registration number 333-134612) and June 9, 2008 (registration number
333-151529). The total number of shares of Company common stock issuable under the Plan is
5,200,000, which includes the 2,000,000 shares of common stock registered on this registration
statement and the 3,200,000 shares of Company common stock previously registered on the prior
registration statements.
Part I — Information Required in the Section 10(a) Prospectus
The documents containing the information specified in Part I of Form S-8 will be sent or given
to participants in the plan covered by this registration statement in accordance with Form S-8 and
Rule 428(b)(1) of the Securities Act. Such documents need not be filed with the Securities and
Exchange Commission (the "Commission") either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents
and the documents incorporated by reference in this registration statement pursuant to Item 3 of
Part II of this registration statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
The documents incorporated by reference in Item 3 of Part II of this registration statement
are available to participants in the Plan, without charge, upon written or oral request, and they
are also incorporated by reference in the Section 10(a) prospectus described in Item 1, above. The
Company will also provide, without charge, upon written or oral request, other documents required
to be delivered to employees pursuant to Rule 428(b) under the Securities Act. Requests for the
above mentioned information should be directed to the Senior Counsel, BlueLinx Holdings Inc., 4300
Wildwood Parkway, Atlanta, Georgia 30339, telephone number (404) 953-7000.
Part II — Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The Commission allows us to "incorporate by reference" the information we file with the
Commission, which means we can disclose important information to investors by referring investors
to those documents. The information incorporated by reference is an important part of this
registration statement, and information we file later will automatically update and supersede this
information. The following documents are incorporated by reference:
1. Our Annual Report on Form 10-K for the fiscal year ended January 1, 2011, filed with the
Commission on February 28, 2011.
2. Quarterly Report on Form 10-Q for the quarter ended April 2, 2011, filed with the
Commission on May 6, 2011 and our Quarterly Report on Form 10-Q for the quarter ended July 2, 2011,
filed with the Commission on August 5, 2011;
II-1
Table of Contents
3. Our Current Reports on Form 8-K filed with the Commission on April 26, 2011, May 12, 2011,
May 20, 2011 (as amended on June 23, 2011), June 20, 2011, July 14, 2011 and August 1, 2011; and
4. The description of our Common Stock contained in our registration statement on Form 8-A
filed with the Commission on December 13, 2004, as amended on August 5, 2011 and any amendments to
such registration statement or any other report that we may file in the future for the purpose of
updating such description.
All documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof from the date of
filing of such documents. Any statement contained in this registration statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a statement contained
herein, or in any other subsequently filed document which also is or is deemed to be incorporated
by reference herein, modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Indemnification Under the Delaware General Corporation Law
Section 145 of the General Corporation Law of the State of Delaware (the "DGCL") authorizes a
corporation to indemnify any person who was or is a party, or is threatened to be made a party, to
any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that the person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding, if the person acted in good faith and in a manner the person
reasonably believed to be in, or not opposed to, the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe the person's
conduct was unlawful. In addition, the DGCL does not permit indemnification in any threatened,
pending or completed action or suit by or in the right of the corporation in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to the corporation,
unless and only to the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to indemnity for such
expenses, which such court shall deem proper. To the extent that a present or former director or
officer of a corporation has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to above, or in defense of any claim, issue or matter, such person
shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred
by such person.
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Indemnity is mandatory to the extent a claim, issue or matter has been successfully defended. The
DGCL also allows a corporation to provide for the elimination or limit of the personal liability of
a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty
as a director, provided that such provision shall not eliminate or limit the liability of a
director
(1) for any breach of the director's duty of loyalty to the corporation or its stockholders,
(2) for acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law,
(3) for unlawful payments of dividends or unlawful stock purchases or redemptions, or
(4) for any transaction from which the director derived an improper personal benefit.
These provisions will not limit the liability of directors or officers under the federal
securities laws of the United States.
Indemnification Under the Company's Amended and Restated Certificate of Incorporation (the "Charter")
The Fifth Article of the Company's Charter provides that the personal liability of the
directors of the Company shall be eliminated to the fullest extent permitted by the DGCL
(including, without limitation, paragraph (7) of subsection (b) of Section 102 thereof), as the
same may be amended from time to time. No amendment or repeal of the Fifth Article shall apply to
or have any effect on the liability or alleged liability of any director of the Corporation for or
with respect to any acts or omissions of such director occurring prior to such amendment or repeal.
The Sixth Article of the Company's Charter provides that the Company shall indemnify and hold
harmless, and advance expenses, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any person (a "Covered Person") who (i) was or is a party or is
threatened to be made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action by or in the right
of the Company) by reason of the fact that he or she, or a person for whom he or she is the legal
representative, is or was a director or officer of the Company or, while a director or officer of
the Company, is or was serving at the request of the Company as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust, nonprofit entity or other
enterprise, including service with respect to employee benefit plans, against all liability and
loss suffered and expenses (including attorneys' fees) judgments, fines and amounts paid in
settlement actually and reasonably incurred by such Covered Person in connection with such action
suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Company, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was unlawful or (ii)
was or is a party or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Company to procure a judgment in its favor by reason of
the fact that he or she, or a person for whom he or she is the legal representative, is or was a
director or officer of the Company or, while a director or officer of the Company, is or was
serving at the request of the Company as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust, nonprofit entity or other enterprise,
including service with respect to employee benefit plans, against all liability and loss suffered
and expenses (including attorneys' fees) actually and reasonably incurred by such Covered Person in
connection with the defense or settlement of such action or suit if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the best interests of the
Company, except as otherwise provided by law. Notwithstanding the preceding sentence, except as
otherwise provided in the Amended and Restated Bylaws of the Company (as the same may provide from
time to time) (the "Amended and Restated By-laws"), the Company shall be required to indemnify a
Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person
only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized
by the Amended and Restated By-laws, in any written agreement with the Company, or in the specific
case by the Board of Directors or stockholders; provided, however, that if successful in whole or
in
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part in any suit for the advancement of expenses or indemnification hereunder, the Covered Person
shall be entitled to payment of the expense of litigating such suit. Nothing in Article VI shall
affect any rights to indemnification or advancement of expenses to which directors, officers,
employees or agents of the Company otherwise may be entitled under the Amended and Restated
By-laws, any written agreement with the Company or otherwise. The Company may, to the extent
authorized from time to time by the Board of Directors or stockholders, grant rights to
indemnification and to the advancement of expenses to any employee or agent of the Company to the
fullest extent of the provisions of Article VI with respect to the indemnification and advancement
of expenses of directors and officers of the Company. Without limiting the generality or the effect
of the foregoing, the Company may enter into one or more agreements with any person that provides
for indemnification greater or different than that provided in Article VI. No amendment or repeal
of this Article VI shall adversely affect any right or protection existing thereunder or pursuant
thereto immediately prior to such amendment or repeal.
Indemnification Under the Amended and Restated By-laws
Section 5.01 of Article V of the Company's Amended and Restated By-laws provides that the
Company shall indemnify and hold harmless, and advance expenses, to the fullest extent permitted by
applicable law as it presently exists or may hereafter be amended, any person (a "Covered Person")
who (1) was or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Company) by reason of the fact that he or she, or a
person for whom he or she is the legal representative, is or was a director or officer of the
Company or, while a director or officer of the Company, is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation or of a partnership, joint
venture, trust, nonprofit entity or other enterprise, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses (including attorneys' fees)
judgments, fines and amounts paid in settlement actually and reasonably incurred by such Covered
Person in connection with such action suit or proceeding if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best interests of the Company,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful or (2) was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the Company to procure a
judgment in its favor by reason of the fact that he or she, or a person for whom he or she is the
legal representative, is or was a director or officer of the Company or, while a director or
officer of the Company, is or was serving at the request of the Company as a director, officer,
employee or agent of another corporation or of a partnership, joint venture, trust, nonprofit
entity or other enterprise, including service with respect to employee benefit plans, against all
liability and loss suffered and expenses (including attorneys' fees) actually and reasonably
incurred by such Covered Person in connection with the defense or settlement of such action or suit
if he or she acted in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Company, except as otherwise provided by law. Notwithstanding
the preceding sentence, except as otherwise provided in the Amended and Restated By-laws, the
Company shall be required to indemnify a Covered Person in connection with a proceeding (or part
thereof) commenced by such Covered Person only if the commencement of such proceeding (or part
thereof) by the Covered Person was authorized by the Amended and Restated By-laws, in any written
agreement with the Company, or in the specific case by the Board or stockholders; provided,
however, that if successful in whole or in part in any suit for the advancement of expenses or
indemnification hereunder, the Covered Person shall be entitled to payment of the expense of
litigating such suit. Nothing in Article V shall affect any rights to indemnification or
advancement of expenses to which directors, officers, employees or agents of the Company otherwise
may be entitled under the Amended and Restated By-laws, any written agreement with the Company or
otherwise. The Company may, to the extent authorized from time to time by the Board or
stockholders, grant rights to indemnification and to the advancement of expenses to any employee or
agent of the Company to the fullest extent of the provisions of Article V with respect to the
indemnification and advancement of expenses of directors and officers of the Company. Without
limiting the generality or the effect of the foregoing, the Company may enter into one or more
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agreements with any person that provides for indemnification greater or different than that
provided in Article V. No amendment or repeal of Article V shall adversely affect any right or
protection existing thereunder or pursuant thereto immediately prior to such amendment or repeal.
Section 5.02 of Article V of the Company's Amended and Restated By-laws provides that it is
the intent of Article V to require the Company, unless otherwise determined by the Board or as
provided for in Section 5.01 in the case of a proceeding (or part thereof) commenced by a Covered
Person, to indemnify the Covered Persons for judgments, fines, penalties, amounts paid in
settlement and expenses (including attorneys' fees), and to advance expenses to such persons, in
each and every circumstance in which such indemnification and such advancement of expenses could
lawfully be permitted by express provision of the Amended and Restated By-laws, and the
indemnification and expense advancement provided by Article V shall not be limited by the absence
of an express recital of such circumstances.
Section 5.03 of Article V of the Company's Amended and Restated By-laws provides that
indemnification pursuant to the Amended and Restated By-laws shall inure to the benefit of the
heirs, executors, administrators and personal representatives of the Covered Persons.
Section 5.04 of Article V of the Company's Amended and Restated By-laws provides that the
Company shall to the fullest extent not prohibited by applicable law pay the expenses (including
attorneys' fees) incurred by a Covered Person in defending any proceeding in advance of its final
disposition,
provided
,
however
, that, to the extent required by law, such payment
of expenses in advance of the final disposition of the proceeding shall be made only upon receipt
of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately
determined that the Covered Person is not entitled to be indemnified under Article V or otherwise.
Section 5.05 of Article V of the Company's Amended and Restated By-laws provides that if a
claim for indemnification (following the final disposition of such action, suit or proceeding) or
advancement of expenses under Article V is not paid in full within thirty days after a written
claim therefor by the Covered Person has been received by the Company, the Covered Person may file
suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be
entitled to be paid the expense of prosecuting such claim. In any such action the Company shall
have the burden of proving that the Covered Person is not entitled to the requested indemnification
or advancement of expenses under applicable law.
Section 5.06 of Article V of the Company's Amended and Restated By-laws provides that the
rights conferred on any Covered Person by Article V shall not be exclusive of any other rights
which such Covered Person may have or hereafter acquire under any statute, provision of the
Charter, the Amended and Restated By-laws, agreement, vote of stockholders or disinterested
directors or otherwise.
Section 5.07 of Article V of the Company's Amended and Restated By-laws provides that the
Company's obligation, if any, to indemnify or to advance expenses to any Covered Person who was or
is serving at its request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount
such Covered Person may collect as indemnification or advancement of expenses from such other
corporation, partnership, joint venture, trust, enterprise or non-profit entity.
Indemnification Under Indemnification Agreements With Our Directors and Executive Officers
We have entered into Indemnification Agreements with each of our directors and executive
officers pursuant to which the Company has agreed to provide for the advancement of expenses and
indemnification of, to the fullest extent permitted under Delaware law, as the same may be amended
from time to time, for each person party to an Indemnification Agreement.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this registration statement:
Exhibit
Number
Description
5.1
Opinion of Troutman Sanders LLP.
10.1
BlueLinx Holdings Inc. Amended and Restated 2006 Long-Term
Equity Incentive Plan (incorporated by reference to Appendix A
to the Company's Definitive Proxy Statement for the 2011 Annual
Meeting of Stockholders, filed with the Commission on April 18,
2011).
23.1
Consent of Ernst & Young LLP.
23.2
Consent of Troutman Sanders LLP (contained in Exhibit 5 hereto).
24.1
Power of Attorney (included in the signature page of this
registration statement).
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Securities and Exchange Commission (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;
(iii) To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such information in
the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration
statement is on Form S-8, and the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered
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therein, and the offering of such securities at that time shall be deemed to be the initial
bona
fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of any offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial
bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Atlanta, Georgia, on this 5th day of August, 2011.
BLUELINX HOLDINGS INC.
By:
/s/ George R. Judd
George R. Judd
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of BlueLinx Holdings Inc. hereby severally
constitute and appoint George R. Judd, H. Douglas Goforth and Dean A. Adelman, or any of them, as
our true and lawful attorney and agent, to do any and all things in our names in the capacities
indicated below which said attorney and agent may deem necessary or advisable to enable BlueLinx to
comply with the Securities Act of 1933, and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with this registration statement, including
specifically, but not limited to, power and authority to sign for us in our names in the capacities
indicated below the registration statement and any and all amendments (including post-effective
amendments) thereto and other documents in connection herewith, including any related registration
statement filed pursuant to Rule 462(b) of the Securities Act of 1933, with the Securities and
Exchange Commission; and we hereby approve, ratify and confirm all that said attorney and agent
shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
Title
Date
/s/ George R. Judd
President and Chief Executive
Officer and Director
August 5, 2011
George R. Judd
(Principal Executive Officer)
/s/ Howard D. Goforth
Senior Vice President, Chief
Financial Officer and
Treasurer
August 5, 2011
Howard D. Goforth
(Principal Financial Officer)
/s/ Scott T. Phillips
Chief Accounting Officer
August 5, 2011
Scott T. Phillips
(Principal Accounting Officer)
/s/ Howard S. Cohen
Director
August 5, 2011
Howard S. Cohen
/s/ Richard S. Grant
Director
August 5, 2011
Richard S. Grant
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/s/ Steven F. Mayer
Director
August 5, 2011
Steven F. Mayer
/s/ Charles H. McElrea
Director
August 5, 2011
Charles H. McElrea
/s/ Alan H. Schumacher
Director
August 5, 2011
Alan H. Schumacher
/s/ Robert G. Warden
Director
August 5, 2011
Robert G. Warden
/s/ M. Richard Warner
Director
August 5, 2011
M. Richard Warner
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EXHIBIT INDEX
Exhibit
Number
Description
5.1
Opinion of Troutman Sanders LLP.
10.1
BlueLinx Holdings Inc. Amended and Restated 2006 Long-Term
Equity Incentive Plan (incorporated by reference to Appendix A
to the Company's Definitive Proxy Statement for the 2011 Annual
Meeting of Stockholders, filed with the Commission on April 18,
2011).
23.1
Consent of Ernst & Young LLP.
23.2
Consent of Troutman Sanders LLP (contained in Exhibit 5 hereto).
24.1
Power of Attorney (included in the signature page of this
registration statement).
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