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): December 9, 2013

Headwaters Incorporated

(Exact name of registrant as specified in its charter)

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:

o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                 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 products, the licensing of residue hydrocracking technology and catalyst sales to oil refineries, 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, and catalysts, 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.  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 identify such forward-looking statements.  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 the caption entitled “Risk Factors” in Item 1A in Headwaters’ Annual Report on Form 10-K for the fiscal year ended September 30, 2013, Quarterly Reports on Form 10-Q, and other periodic filings.

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.

Offering of Notes. On December 5, 2013, Headwaters Incorporated (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) under which we agreed to sell $150,000,000 aggregate principal amount of our 7¼% Senior Notes due 2019 (the “Notes”) to Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Avondale Partners, LLC, Canaccord Genuity Inc., Stifel, Nicolaus & Company, Incorporated and Wedbush Securities Inc. (collectively, the “Initial Purchasers”). The Notes are guaranteed (the “Guarantees”) jointly and severally by substantially all of our domestic subsidiaries (the “Guarantors”). The net proceeds from the offering were approximately $146.2 million after deducting the Initial Purchasers’ discount and the estimated offering expenses payable by us. A copy of the press release announcing the closing of the offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The closing of the sale of the Notes and the related Guarantees (collectively, the “Securities”) occurred on December 10, 2013. The Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). We offered and sold the Securities to the Initial Purchasers in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act. The Initial Purchasers then sold the Securities to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act and to persons outside the United States in compliance with Regulation S under the Securities Act. We relied on these exemptions from registration based in part on representations made by the Initial Purchasers in the Purchase Agreement.

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The Notes and the related Guarantees are governed by an indenture, dated as of December 10, 2013 (the “Indenture”), between the Company, the Guarantors and Wilmington Trust, National Association as trustee (the “Trustee”). A copy of the Indenture is attached hereto as Exhibit 4.1, is incorporated herein by reference, and is hereby filed; the descriptions of the Indenture, the Notes and the Guarantees in this Current Report are summaries and are qualified in their entirety by the terms of the Indenture, Notes and the Guarantees, respectively.

The Notes bear interest at a rate of 7.25% per year, payable semi-annually in arrears in cash on January 15 and July 15 of each year, beginning on July 15, 2014. The Notes mature on January 15, 2019.

The Notes and Guarantees constitute senior debt of the Company and the Guarantors. They rank:

·                  equally in right of payment with all of the Company’s and the Guarantors’ existing and future senior debt, including, with respect to the Company and the Guarantors party to the ABL Revolver (as defined below) and the 7-5/8% senior notes, amounts outstanding under the ABL Revolver and the 7-5/8% senior notes;

·                  senior in right of payment to all of the Company’s and the Guarantors’ existing and future subordinated debt, including the existing convertible senior subordinated notes;

·                  effectively subordinated to all of the Company’s and the Guarantors’ secured indebtedness, to the extent of the value of the collateral securing such indebtedness; and

·                  structurally subordinated to all existing and future indebtedness and other liabilities of the Company’s non-guarantor subsidiaries (other than indebtedness and liabilities owed to the Company or one of the Guarantors).

The Notes may be redeemed, in whole or in part, at any time prior to January 15, 2016, at our option at a redemption price equal to 100% of the principal amount of the Notes redeemed plus a make-whole premium determined as of the redemption date, plus accrued and unpaid interest, if any. On or after January 15, 2016, we may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at redemption prices (expressed as percentages of principal amount) equal to 103.625%, 101.813% and 100.000% on the applicable redemption date for the twelve-month period beginning on January 15, 2016, 2017 and 2018 (and thereafter), respectively, plus accrued and unpaid interest, if any. At any time (which may be more than once) before January 15, 2016, we may redeem up to 35% of the aggregate principal amount of Notes issued at a redemption price of 107.250% of the principal amount thereof, plus accrued and unpaid interest, if any, with the net cash proceeds that we raise in one or more equity offerings, as long as: (a) we redeem the Notes within 90 days of completing the applicable equity offering; and (b) at least 65% of the aggregate principal amount of Notes originally issued remains outstanding afterwards.

If a change of control (as defined in the Indenture) occurs, we must give holders of the Notes the opportunity to sell us their Notes at 101% of their face amount, plus accrued and unpaid interest.

If we or our subsidiaries engage in asset sales, we generally must either invest the net cash proceeds from such asset sales in our business within a period of time, pre-pay senior debt or make an offer to purchase a principal amount of the Notes equal to the excess net cash proceeds. The purchase price of the Notes will be 100% of their principal amount, plus accrued and unpaid interest.

The Indenture, among other things, limits our ability and the ability of our restricted subsidiaries to: pay dividends or distributions, repurchase equity, prepay subordinated debt or make certain investments; incur additional debt or issue certain disqualified stock and preferred stock; incur liens on assets; merge or consolidate with another company or sell all or substantially all of our assets; enter into transactions with affiliates; and allow to exist certain restrictions on the ability of the Guarantors to pay dividends or make other payments to us.

We used part of the net proceeds from the Notes offering to fund our acquisitions of an 80% equity interest in the business of Roof Tile, Inc. (“Entegra Roof Tile”) and a 40% equity interest in Barrier Group, LLC (“Tag & Stick”). The remaining net proceeds from the Notes offering shall be used to fund future acquisitions and to pay related transaction fees and expenses, and for general corporate purposes, including capital expenditures and repayment of indebtedness.

Registration Rights Agreement. In connection with the sale of the Notes, we and the Guarantors entered into a registration rights agreement, dated as of December 10, 2013, with the Initial Purchasers (the “Registration Rights Agreement”). Under the Registration

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Rights Agreement, we and the Guarantors have agreed to use our commercially reasonable efforts to register Notes having substantially identical terms as the Notes with the Securities and Exchange Commission as part of an offer to exchange freely tradable exchange notes for the Notes. We and the Guarantors will use our commercially reasonable efforts to cause the exchange offer to be completed, or, if required, to have a shelf registration statement declared effective, within 210 days after December 10, 2013. We will be required to pay additional interest, subject to some limitations, to the holders of the Notes if we fail to comply with our obligations to register the Notes. A copy of the Registration Rights Agreement is attached hereto as Exhibit 4.2, is incorporated herein by reference, and is hereby filed; the description of the Registration Rights Agreement in this Current Report is a summary and is qualified in its entirety by the terms of the Registration Rights Agreement.

Amendment of ABL Revolver.  On December 9, 2013, Headwaters amended its $70.0 million asset based loan credit facility (the “ABL Revolver”). The ABL Revolver amendment amended certain definitions and provisions. The amendment is filed as Exhibit 4.9.9 to this report.

The disclosure required by this Item 2.03 is contained in Item 1.01 and is incorporated herein by reference.

The disclosure required by this Item 3.03 is contained in Item 1.01 and is incorporated herein by reference.

On December 12, 2013, Headwaters closed its acquisition of an 80% equity interest in the business of Entregra Roof Tile and a 40% equity interest in Tag & Stick. Entegra Roof Tile is a leading manufacturer of high quality concrete roof tiles and accessories under the Entegra brand that are sold primarily into the Florida market. Tag & Stick is an innovative roofing underlayment currently sold in Florida with plans to market throughout the United States.

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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.

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