UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 22, 2007
Headwaters Incorporated
(Exact name of registrant as specified in its charter)
Delaware |
| 1-32459 |
| 87-0547337 |
(State or other jurisdiction) |
| (Commission |
| (I.R.S. Employer |
of incorporation |
| File Number) |
| Identification Number) |
10653 South River Front Parkway, Suite 300 |
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South Jordan, UT |
| 84095 |
(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:
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))
The purpose of this amendment is to replace in its entirety exhibit 10.1 previously filed.
Section 9 — Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
Exhibit No. |
| Document Description | ||
4.1* |
| Indenture related to the 2.50% Convertible Senior Subordinated Notes due 2014, dated as of January 22, 2007, between Headwaters Incorporated and Wells Fargo Bank, National Association, as trustee (including form of 2.50% Convertible Senior Subordinated Note due 2014). | ||
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4.2* |
| Registration Rights Agreement, dated as of January 22, 2007, among Headwaters Incorporated and J.P. Morgan Securities Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated, Canaccord Adams Inc., Stephens Inc. and Wedbush Morgan Securities Inc. | ||
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4.3* |
| Letter Agreement dated as of January 16, 2007, by and between Headwaters Incorporated and JPMorgan Chase Bank, National Association, London Branch. | ||
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4.4* |
| Letter Agreement dated as of January 16, 2007, by and between Headwaters Incorporated and JPMorgan Chase Bank, National Association, London Branch. | ||
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10.1 |
| Purchase Agreement, dated January 16, 2007, among Headwaters Incorporated and J.P. Morgan Securities Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated, Canaccord Adams Inc., Stephens Inc. and Wedbush Morgan Securities Inc. | ||
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99.1* |
| Press release of Headwaters Incorporated dated as of January 22, 2007. | ||
*Previously filed.
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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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| HEADWATERS INCORPORATED | ||||
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Date: March 26, 2007 |
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| By: | /s/ Kirk A. Benson | ||
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| Name: | Kirk A. Benson | ||
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| Title: | Chief Executive Officer | ||
EXHIBIT INDEX
Exhibit No. |
| Document Description |
4.1* |
| Indenture related to the 2.50% Convertible Senior Subordinated Notes due 2014, dated as of January 22, 2007, between Headwaters Incorporated and Wells Fargo Bank, National Association, as trustee (including form of 2.50% Convertible Senior Subordinated Note due 2014). |
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4.2* |
| Registration Rights Agreement, dated as of January 22, 2007, among Headwaters Incorporated and J.P. Morgan Securities Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated, Canaccord Adams Inc., Stephens Inc. and Wedbush Morgan Securities Inc. |
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4.3* |
| Letter Agreement dated as of January 16, 2007, by and between Headwaters Incorporated and JPMorgan Chase Bank, National Association, London Branch. |
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4.4* |
| Letter Agreement dated as of January 16, 2007, by and between Headwaters Incorporated and JPMorgan Chase Bank, National Association, London Branch. |
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10.1 |
| Purchase Agreement, dated January 16, 2007, among Headwaters Incorporated and J.P. Morgan Securities Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated, Canaccord Adams Inc., Stephens Inc. and Wedbush Morgan Securities Inc. |
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99.1* |
| Press release of Headwaters Incorporated dated as of January 22, 2007. |
*Previously filed.
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