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): February 22, 2011
Headwaters Incorporated
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 1-32459 | | 87-0547337 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
| | |
10653 South River Front Parkway, Suite 300 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:
| ¨ | 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)) |
On February 22, 2011, Headwaters’ Board of Directors sent a letter to ISS Proxy Advisory Services in response to an ISS report concerning Headwaters Incorporated which the Board believes contains inaccurate information and is false in some of its conclusions. Headwaters’ letter, attached hereto as Exhibit 99.33, identifies the main errors Headwaters perceives in the ISS report and requests that ISS promptly take corrective action prior to Headwaters’ annual meeting which will take place on February 24, 2011.
| Item 9.01. | Financial Statements and Exhibits. |
| | 99.33 | Letter from Headwaters to ISS Proxy Advisory Services |
- 2 -
SIGNATURES
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 22, 2011
| | |
HEADWATERS INCORPORATED |
(Registrant) |
| |
By: | | /s/ Kirk A. Benson |
Kirk A. Benson |
Chief Executive Officer |
(Principal Executive Officer) |
- 3 -
