As filed with the Securities and Exchange Commission on May 9, 2008
	Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

 

Registration Statement
under
The Securities Act of 1933

 

 

Beacon Roofing Supply, Inc.

(Exact name of Company as specified in its charter)

 

 

1 Lakeland Park Drive

Peabody, MA 01960

(Address of principal executive offices, including zip code)

 

BEACON ROOFING SUPPLY, INC. 2004 STOCK PLAN
(As Amended and Restated Effective October 22, 2007)
(Full title of the plans)

 

Robert R. Buck
Chief Executive Officer
Beacon Roofing Supply, Inc.
1 Lakeland Park Drive
Peabody, MA 01960
(Name and address of agent for service)

 

(877) 645-7663
(Telephone number, including area code, of agent for service)

 

With a copy to:

 

Ross D. Cooper
Senior Vice President, General Counsel &Secretary
Beacon Roofing Supply, Inc.
1 Lakeland Park Drive
Peabody, MA  01960
(301) 272-2123

 

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered		Amount to be registered		Proposed maximum offering price per share		Proposed maximum aggregate offering price		Amount of registration fee
Common Stock, par value $.01 per share		1,750,000		$11.04(1)		$19,320,000(1)		$760(1)(2)

 

(1)		Calculated pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933 on the basis of the high and low sales prices of the Common Stock reported on the Nasdaq Global Select Market on May 7, 2008, solely for the purpose of calculating the amount of the registration fee.
(2)		Pursuant to Rule 416 of the Securities Act of 1933, this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Beacon Roofing Supply, Inc. 2004 Stock Plan pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Common Stock.

 

 

REGISTRATION OF ADDITIONAL SECURITIES – STATEMENT PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8

 

The contents of Registration Statement on Form S-8 (File No. 333-119747) filed by the Registrant with the Securities and Exchange Commission on October 14, 2004 registering Common Stock issuable under the Plan is hereby incorporated by reference.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.    Exhibits.

 

The exhibits filed herewith or incorporated by reference herein are set forth in the Exhibit Index filed as part of this registration statement.

 

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SIGNATURES

 

The Registrant.  Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all 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 Peabody, Commonwealth of Massachusetts, on the 8th day of May, 2008.

 

	BEACON ROOFING SUPPLY, INC.
	(Registrant)
	By:	/s/ David R. Grace
		David R. Grace
		Senior Vice President, Chief Financial
		Officer

 

 

Each person whose signature appears below appoints Robert R. Buck, David R. Grace and Ross D. Cooper, or any of them, as such person’s true and lawful attorneys to execute in the name of each such person, and to file, any post-effective amendments to this Registration Statement that any of such attorneys shall deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission with respect thereto, in connection with this Registration Statement, which amendments may make such changes in such Registration Statement as any of the above-named attorneys deems appropriate, and to comply with the undertakings of the Company made in connection with this Registration Statement; and each of the undersigned hereby ratifies all that any of said attorneys 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/ Robert R. Buck		Chairman of the Board, Chief		May 8, 2008
Robert R. Buck		Executive Officer (Principal
		Executive Officer) and Director
/s/ David R. Grace		Senior Vice President, Chief		May 8, 2008
David R. Grace		Financial Officer (Principal
		Accounting Officer and Principal
		Financial Officer)

 

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SIGNATURE		TITLE		DATE
/s/ H. Arthur Bellows, Jr.		Director		May 8, 2008
H. Arthur Bellows, Jr.
/s/ James J. Gaffney		Director		May 8, 2008
James J. Gaffney
/s/ Peter M. Gotsch		Director		May 8, 2008
Peter M. Gotsch
/s/ Andrew R. Logie		Director		May 8, 2008
Andrew R. Logie
/s/ Stuart A. Randle		Director		May 8, 2008
Stuart A. Randle
/s/ Wilson B. Sexton		Director		May 8, 2008
Wilson B. Sexton

 

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INDEX TO EXHIBITS

 

Exhibit Number		Exhibit
3.1		Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s annual report on Form 10-K for the year ended September 25, 2004).
3.2		Amended and Restated By-Laws of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant’s annual report on Form 10-K for the year ended September 30, 2007).
5		Opinion of Ross D. Cooper
23.1		Consent of Ernst & Young LLP.
23.2		Consent of Ross D. Cooper (contained in the Opinion filed as Exhibit 5).
24		Power of Attorney (set forth on the signature page).

 

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