Attached files

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Washington, D. C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 15, 2011



Headwaters Incorporated

(Exact name of registrant as specified in its charter)




Delaware   1-32459   87-0547337

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification Number)


10653 South River Front Parkway, Suite 300

South Jordan, UT

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (801) 984-9400

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))




Certain statements contained in this Current Report on Form 8-K are forward-looking statements within the meaning of federal securities laws and Headwaters intends that such forward-looking statements be subject to the safe-harbor created thereby.

Forward-looking statements include Headwaters’ expectations as to the managing and marketing of coal combustion products, the production and marketing of building materials and products, the production and marketing of cleaned coal, the licensing of residue hydrocracking technology and catalyst sales to oil refineries, the availability of refined coal tax credits, the development, commercialization, and financing of new technologies and other strategic business opportunities and acquisitions, and other information about Headwaters. Such statements that are not purely historical by nature, including those statements regarding Headwaters’ future business plans, the operation of facilities, the availability of feedstocks, and the marketability of the coal combustion products, building products, cleaned coal, catalysts, and the availability of tax credits, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding future events and our future results that are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of our management. Actual results may vary materially from such expectations. In some cases, words such as “may,” “should,” “intends,” “plans,” “expects,” “anticipates,” “targets,” “goals,” “projects,” “believes,” “seeks,” “estimates,” “forecasts,” or variations of such words and similar expressions, or the negative of such terms, may help to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances, are forward-looking.

In addition to matters affecting the coal combustion products, building products, and energy industries or the economy generally, factors that could cause actual results to differ from expectations stated in forward-looking statements include, among others, the factors described in Item 1A Risk Factors in Headwaters’ Annual Report on Form 10-K for the fiscal year ended September 30, 2010, Quarterly Reports on Form 10-Q, and other periodic filings and prospectuses.

Although Headwaters believes that its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that our results of operations will not be adversely affected by such factors. Unless legally required, we undertake no obligation to revise or update any forward-looking statements for any reason. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.

Section 1 – Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

On February 15, 2011, Headwaters Incorporated (the “Company”) amended its $70 million asset based loan credit facility. Among other things, the amendment provides the Company the ability to consummate the tender offer discussed under Item 8.01 of this Current Report on Form 8-K and the ability to satisfy the financing condition in connection with the tender offer. The amendment is filed as Exhibit 4.9.2 to this Current Report on Form 8-K.

Section 8 – Other Events

Item 8.01. Other Events.

On February 15, 2011, the Company announced that it had commenced a cash tender offer for any and all of its outstanding 11 3/8% Senior Secured Notes due 2014 (the “Notes”). As part of the tender offer for the Notes, the Company is also soliciting consents from the holders of the Notes to make certain amendments to the indenture, as supplemented, governing the Notes by means of a supplemental indenture. The related press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.



Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.


Exhibit No.   

Document Description

4.9.2    Second Amendment to Loan and Security Agreement and Second Amendment to Guaranty and Security Agreement, dated as of February 15, 2011 among Headwaters, certain Headwaters subsidiaries and certain lenders named therein.
99.1    Press release of Headwaters Incorporated dated as of February 15, 2011.




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.


Date: February 15, 2011     By:  

/s/ Kirk A. Benson

    Name:   Kirk A. Benson
    Title:   Chief Executive Officer