UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On August 11, 2021, the Board of Directors of Beacon Roofing Supply, Inc. (the “Company”) approved an amendment to Article 7, Section 7.1 of its by-laws to change the Company’s fiscal year end from September 30 to December 31, which will be effective beginning January 1, 2022 for the year ending December 31, 2022.
The Company plans to file an Annual Report on Form 10-K for fiscal year 2021, which will end September 30, 2021, and a Transition Report on Form 10-QT for the transition period from October 1, 2021 to December 31, 2021.
A copy of the by-laws, as amended, is filed as Exhibit 3.1 to this Form 8-K.
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Item 7.01 |
Regulation FD Disclosure |
A copy of the press release announcing, among additional items, the change in the Company's fiscal year is attached hereto as Exhibit 99.1.
The information, including Exhibit 99.1, in Item 7.01 of this Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information, including Exhibit 99.1, in Item 7.01 of this Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, except as shall otherwise be expressly set forth by specific reference in such filing.
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Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
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Exhibit Index |
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Exhibit Number |
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Description |
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3.1 |
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By-Laws of Beacon Roofing Supply, Inc. (effective August 11, 2021). |
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99.1 |
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Beacon Roofing Supply, Inc. press release dated August 17, 2021. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BEACON ROOFING SUPPLY, INC. |
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Date: August 17, 2021 |
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By: |
/s/ FRANK A. LONEGRO |
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Frank A. Lonegro |
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Executive Vice President & Chief Financial Officer |