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): October 113, 2021

_______________________________

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 15.0103. ~~Entry~~Amendments ~~into~~to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement~~or Bylaws; Change in Fiscal Year.

On ~~September~~October 2911, 2021, ~~Huttig~~the ~~Building~~Board ~~Products,~~of ~~Inc.~~Directors (of the "Company") ~~and~~approved ~~its~~an ~~wholly-owned~~amendment ~~subsidiary,~~to ~~Huttig,~~the ~~Inc.,~~Company’s ~~entered~~Bylaws ~~into~~to implement a ~~Credit~~forum selection ~~Agreement~~bylaw (the ~~"Credit~~“Bylaw ~~Agreement"~~Amendment”). ~~with~~The ~~JPMorgan~~Bylaw ~~Chase~~Amendment ~~Bank,~~provides ~~N.A.~~that, asunless ~~administrative~~the ~~agent,~~Company ~~and~~consents in writing to the selection ~~lenders~~of ~~party~~an ~~thereto.~~alternative ~~The~~forum, ~~Credit~~the ~~Agreement~~Court ~~replaces~~of Chancery of the ~~Company’s~~State ~~existing~~of ~~credit~~Delaware ~~agreement~~or, ~~dated~~if asthe Delaware Court of ~~September~~Chancery 3does not have jurisdiction, ~~2010~~the ~~among~~United States District Court for the ~~Company~~District of Delaware or, ~~Huttig~~if neither of such court has jurisdiction, ~~Inc.~~then any state court located in the State of Delaware, will be the ~~other~~sole ~~credit~~and ~~parties~~exclusive ~~signatory~~forum ~~thereto,~~for ~~Wells~~any ~~Fargo~~(i) ~~Capital~~derivative ~~Finance,~~action ~~LLC~~or proceeding brought on behalf of the Company, as(ii) ~~lender~~action ~~and~~asserting ~~agent~~a claim for breach of a fiduciary duty owed by any director, ~~and~~officer or employee of the ~~other~~Company to ~~lenders~~the ~~signatory~~Company ~~thereto~~or ~~(as~~the ~~amended~~Company’s stockholders, ~~restated~~including any action asserting a claim of aiding or abetting any such breach, ~~supplemented~~(iii) action asserting a claim against the Company or ~~otherwise~~any ~~modified~~director, officer or employee of the ~~“Existing~~Company ~~Credit~~arising ~~Facility”~~pursuant to any provision of the Delaware General Corporation Law or the Certificate of Incorporation or Bylaws of the Company or (iv) action asserting a claim governed by the internal affairs doctrine.

The ~~Credit~~Bylaw ~~Agreement~~Amendment also provides athat ~~revolving~~unless ~~credit~~the ~~facility~~Company ofconsents ~~$250~~in ~~million~~writing ~~which may be increased by up~~ to ~~$75~~the ~~million,~~selection ~~subject~~of toan ~~certain~~alternative ~~conditions~~forum, ~~including compliance with~~ the ~~financial~~federal district ~~covenant~~courts (of the ~~“Facility”).~~United ~~The~~States ~~new~~of ~~Facility~~America will be ~~used to repay amounts due under~~ the ~~Existing~~exclusive ~~Credit~~forum ~~Facility,~~for ~~including~~ the ~~payment~~resolution of ~~fees~~any ~~and~~complaint ~~expenses~~asserting ~~associated~~a ~~with~~cause ~~such~~of ~~repayment~~action arising ~~and for working capital and general corporate purposes. Borrowing availability~~ under the ~~Credit~~Securities ~~Agreement~~Act isof ~~based on eligible accounts receivable~~1933, ~~inventory~~as ~~and real estate and borrowings continue to be secured by substantially all of the assets of the Company and its subsidiary~~amended.

~~Other~~The ~~key~~foregoing ~~terms~~summary ofis qualified in its entirety by reference to the ~~Facility~~Bylaw ~~are~~Amendment, ~~set~~which ~~forth~~is ~~below~~filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

~~TermThe~~Item ~~maturity~~7.01. ~~date~~Regulation ofFD ~~the Facility is September 29, 2026~~Disclosure.

~~Interest~~On ~~RateUnder~~October ~~the~~13, ~~Credit Agreement~~2021, ~~borrowings~~Huttig ~~bear~~Building ~~interest~~Products, ~~at:~~Inc. (ithe “Company”) anissued ~~adjusted~~a ~~LIBOR~~press ~~rate~~release ~~plus~~announcing anthat ~~applicable~~the ~~margin,~~Board orof Directors ~~(ii)~~has aninitiated ~~alternative~~a ~~base~~process ~~rate~~to ~~(ABR)~~review ~~plus~~strategic analternatives. ~~applicable~~A ~~margin~~copy of the press release is furnished herewith as Exhibit 99.1 to ~~The~~this ~~applicable~~Current ~~margins~~Report ~~under~~on ~~the~~Form ~~Credit~~8-K ~~Agreement~~and ~~are~~incorporated asherein ~~follows:~~by this reference.

Average Availability	LIBOR Margin	ABR Margin
>$40,000,000	1.25%	(1.40%)
<$40,000,000 but ≥$20,000,000	1.50%	(1.15%)
<$20,000,000	1.75%	(0.90%)

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.

The interest rate margins are set quarterly based on the average availability for the preceding quarter.

Commitment FeeUnder the Credit Agreement, the Company pays an unused line fee of 0.25% (if the average daily unused amount of the Facility is less than or equal to 50% of the maximum Facility) or 0.20% (if the average daily unused amount of the Facility is greater than 50% of the maximum Facility). Upon closing, the unused line fee was set at 0.25%.

Financial CovenantUnder the Credit Agreement, the Company’s sole financial covenant is a springing minimum fixed charge coverage ratio of 1.0x tested quarterly and is triggered when excess availability falls below $25 million to $15 million (depending on the amount of the borrowing base).

Other Key Provisions The foregoing description of the material terms of the Credit Agreement is qualified in its entirety by reference to the Credit Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Credit Agreement.

Other than the Facility itself, there is no material relationship between the Company and JPM, except that the Company leases certain items of equipment from JPM.

A copy of the press release announcing the closing of the Credit Agreement is attached hereto as Exhibit 99.1.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information described above under "Item 1.01 Entry Into a Material Definitive Agreement" is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1		Credit Agreement dated as of September 29, 2021, among Huttig Building Products, Inc., Huttig, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and other lenders party thereto.
3.1		Amended and Restated Bylaws dated September 26, 2007, as amended by Bylaw Amendment dated October 11, 2021.
99.1		Press Release of Huttig Building Products, Inc. dated ~~September~~October 3013, 2021.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: October 1, 2021	By:	/s/ Philip W. Keipp
Date: October 13, 2021	By:	/s/ Jon P. Vrabely
		Philip W. Keipp
		Jon P. Vrabely
		Vice President and Chief Financial Officer
		President, Chief Executive Officer

Filing Compare · HUTTIG BUILDING PRODUCTS INC