Form 8-K

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:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common, par value 0001093082 2020-08-13 2020-08-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): August 13, 2020

_______________________________

Huttig Building Products, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware	001-14982	43-0334550
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

555 Maryville University Drive, Suite 400

St. Louis, Missouri 63141

(Address of Principal Executive Offices) (Zip Code)

(314) 216-2600

(Registrant's telephone number, including area code)

Not Applicable

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common, par value $0.01 per share	HBP	The NASDAQ Stock Market LLC

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. ☐

Item 8.01. Other Events.

On August 13, 2020, Huttig Building Products, Inc. issued a press release announcing its receipt of an unsolicited, nonbinding acquisition proposal from Mill Road Capital Management LLC and its affiliated funds ("Mill Road"), a copy of which proposal was filed by Mill Road with its Schedule 13D/A on August 6, 2020. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Press Release of Huttig Building Products, Inc. dated August 13, 2020

SIGNATURE

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.

	Huttig Building Products, Inc.


Date: August 13, 2020	By:	/s/ Jon P. Vrabely
		Jon P. Vrabely
		President, Chief Executive Officer
			HBP	The NASDAQ Stock Market LLC

Emerging growth company ☐

Item 8.01. Other Events.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Press Release of Huttig Building Products, Inc. dated August 13, 2020

SIGNATURE

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.

	Huttig Building Products, Inc.


Date: August 13, 2020	By:	/s/ Jon P. Vrabely
		Jon P. Vrabely
		President, Chief Executive Officer

EdgarFiling

EXHIBIT 99.1

Huttig Building Products, Inc. Confirms Receipt of Unsolicited Acquisition Proposal from Mill Road Capital

ST. LOUIS, Aug. 13, 2020 (GLOBE NEWSWIRE) -- Huttig Building Products, Inc. (“Huttig” or the “Company”) (NASDAQ: HBP), a leading domestic distributor of millwork, building materials and wood products, confirmed it has received an unsolicited, non-binding, expression of interest from Mill Road Capital Management LLC and its affiliated funds (“Mill Road”), a private investment firm, to acquire all of the outstanding common stock of the Company for $2.75 per share. Consistent with its fiduciary duties, the Board of Directors, in consultation with its financial and legal advisors, will review the letter and determine the course of action it believes is in the best interests of its stockholders. The Company will communicate future developments in accordance with its ongoing disclosure requirements.

The Company has retained Lincoln International as its financial advisor.

About Huttig

Huttig, currently in its 136th year of business, is one of the largest domestic distributors of millwork, building materials and wood products used principally in new residential construction and in-home improvement, remodeling and repair work. Huttig distributes its products through 25 distribution centers serving 41 states. Huttig's wholesale distribution centers sell principally to building materials dealers, national buying groups, home centers and industrial users, including makers of manufactured homes.

For more information please contact:

Huttig Building Products
investor@huttig.com

Cover	Aug. 13, 2020
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 13, 2020
Entity File Number	001-14982
Entity Registrant Name	Huttig Building Products, Inc.
Entity Central Index Key	0001093082
Entity Tax Identification Number	43-0334550
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	555 Maryville University Drive, Suite 400
Entity Address, City or Town	St. Louis
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63141
City Area Code	314
Local Phone Number	216-2600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common, par value $0.01 per share
Trading Symbol	HBP
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false