Form 8-K
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 23, 2010

QUANEX BUILDING PRODUCTS CORPORATION
(Exact name of registrant as specified in its charter)

         
Delaware   1-33913   26-1561397
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
1900 West Loop South, Suite 1500
Houston, Texas
  77027
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: 713-961-4600

 
 
(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

1


 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 23, 2010, the Board of Directors of Quanex Building Products Corporation (the “Company”), acting upon the recommendation of its Nominating and Corporate Governance Committee, elected Curtis M. “Curt” Stevens, age 58, to the Board of Directors of the Company, effective October 1, 2010. Mr. Stevens is currently the Executive Vice President, Administration and Chief Financial Officer of Louisiana-Pacific Corporation (“Louisiana-Pacific”), a $1.1 billion NYSE-traded building materials manufacturer specializing in products for floors, walls, and roofs. Mr. Stevens has served as the Chief Financial Officer of Louisiana Pacific since 1996, and as Executive Vice President, Administration since 2002. From 1982 until joining Louisiana-Pacific, Mr. Stevens worked in various financial and operational positions at Planar Systems, a flat panel display products manufacturer. Mr. Stevens graduated from the University of California at Los Angeles with a BA in Economics and an MBA in Finance. Mr. Stevens will serve on the Audit Committee of the Company’s Board of Directors.

There is no arrangement or understanding between Mr. Stevens and any other person pursuant to which Mr. Stevens was selected as a director. Since November 1, 2008, Mr. Stevens has had no direct or indirect interest in any transaction or series of similar transactions contemplated by the language of Item 404(a) of Regulation S-K.

The foregoing is qualified by reference to the Press Release announcing Mr. Stevens’ election as director, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

  (a)  
Financial Statements of businesses acquired.

Not applicable

  (b)  
Pro forma financial information.

Not applicable

  (c)  
Exhibits.

Exhibit 99.1. Press release dated September 27, 2010.

 

2


 

SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     
    QUANEX BUILDING PRODUCTS CORPORATION
 
  (Registrant)
 
   
September 28, 2010   /s/ Kevin P. Delaney
(Date)   Kevin P. Delaney
Senior Vice President – General Counsel
and Secretary

 

3


 

     
Exhibit Index    
      99.1      Press Release dated September 27, 2010.  

 

4

Exhibit 99.1

Exhibit 99.1

Quanex Elects Curtis M. Stevens to its Board of Directors

Houston, Texas, September 27, 2010 – Quanex Building Products Corporation (NYSE:NX) today announced that it elected Curtis M. “Curt” Stevens to serve on its Board of Directors, effective October 1, 2010. Stevens, 58, is currently the Executive Vice President, Administration and Chief Financial Officer of Louisiana-Pacific Corporation (NYSE:LPX), a Nashville-based building materials manufacturer specializing in products for floors, walls and roofs with revenues of $1.1 billion in 2009. Louisiana Pacific, like Quanex, participates in the U.S. residential building markets.

“Mr. Stevens’ extensive financial background and his experience with numerous acquisitions and their successful integrations will add to our board strength. He also has leadership experience in areas that we are eager to utilize such as strategy, supply chain management and information technology,” said David Petratis, chairman and chief executive officer of Quanex Building Products.

“Curt is a highly respected financial executive who also possesses significant operational acumen,” commented Quanex Building Products’ Lead Director Joseph Rupp. “His involvement in Quanex’s target markets suggests that he will be able to provide valuable guidance.”

Stevens has served as Chief Financial Officer of Louisiana Pacific for the past thirteen years and Executive Vice President, Administration for the last eight. Prior to that he spent 14 years in various financial and operational positions at Planar Systems, a flat-panel display products manufacturer, where he also sat on the board for five years. Stevens graduated with a B.A. in Economics and M.B.A. in Finance from University of California at Los Angeles (“UCLA”).

Corporate Profile
Quanex Building Products Corporation is an industry-leading manufacturer of value-added, engineered materials and components serving the building products markets. It is an ROIC-driven company that grows shareholder returns through a combination of organic growth via new products and programs and strategic acquisitions.

Statements that use the words “expect,” “should,” “believe,” “will,” “might,” or similar words reflecting future expectations or beliefs are forward-looking statements. The statements found above are based on current expectations. Actual results or events may differ materially from this release. Factors that could impact future results may include, without limitation, the effect of both domestic and global economic conditions, the impact of competitive products and pricing, and the availability and cost of raw materials. For a more complete discussion of factors that may affect the company’s future performance, please refer to the company’s most recent 10-K filing on December 18, 2009, under the Securities Exchange Act of 1934, in particular the section titled, “Private Securities Litigation Reform Act” contained therein. The forward-looking statements are intended to express the company’s expectations as of the date of this release. The company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Financial Contact: Jeff Galow, 713-877-5327, Media Contact: Valerie Calvert, 713-877-5305

For general information about Quanex, visit our website at www.quanex.com.