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
October 14, 2002
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Date of Report (Date of earliest event reported)
HEADWATERS INCORPORATED
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(Exact name of Registrant as specified in its charter)
Delaware 0-27808 87-0547337
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
11778 South Election Road, Suite 210
Draper, UT 84020
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(Address of principal executive offices) (Zip Code)
(801) 984-9400
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(Registrant's telephone number, including area code)
Not applicable
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(Former name or former address, if changed since last report.)
Item 4. Change in Registrant's Certifying Accountant
On September 19, 2002, Headwaters Incorporated ("Headwaters" or
"Registrant") acquired 100% of the common stock of Industrial Services Group,
Inc. ("ISG"). Ernst & Young LLP ("E&Y") has audited ISG since inception. ISG's
revenues currently comprise approximately 65% of the consolidated revenues of
the combined entity and ISG operates in 35 states and Canada. In addition,
approximately 85% of Headwaters' current employees came from the ISG
acquisition. On October 14, 2002, Headwaters decided to retain E&Y as its
independent accountants for the new combined company and accordingly dismissed
PricewaterhouseCoopers LLP ("PwC"). The Registrant's Audit Committee
participated in and approved the decision to change independent accountants.
Headwaters has not consulted with E&Y on any application of accounting
principles or any other matter during the two fiscal years ended September 30,
2001 or subsequent thereto.
The reports of PwC on the financial statements for the past two fiscal
years contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principle.
In connection with its audits for the two most recent fiscal years and
through October 14, 2002, there have been no disagreements with PwC on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements if not resolved to the
satisfaction of PwC would have caused them to make reference thereto in their
reports on the financial statements for such years.
During the two most recent fiscal years and through October 14, 2002,
there have been no reportable events (as defined in Regulation S-K Item
304(a)(1)(v)).
The Registrant requested that PwC furnish it with a letter addressed to
the Securities and Exchange Commission stating whether or not it agrees with the
above statements. A copy of such letter is filed as Exhibit 16 to this Form 8-K.
Item 7. Financial Statements and Exhibits
(c) The following exhibit is included herein:
16 Letter re change in certifying accountant
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.
HEADWATERS INCORPORATED
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Registrant
Date: October 18, 2002 /s/ Kirk A. Benson
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Kirk A. Benson
Chief Executive Officer and
Principal Executive Officer