As filed with the Securities and Exchange Commission on August 25, 2003
Registration No. 333-96919
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
POST-EFFECTIVE
AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________
HEADWATERS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
___________
Delaware 87-0547337 2990
- ----------------------------- ---------------------- ----------------------
(State or Other (I.R.S. Employer (Primary Standard
Jurisdiction of Incorporation Identification Number) Industry
or Organization) Classification Number)
10653 South River Front Parkway, Suite 300
South Jordan, Utah 84095
(801) 984-9400
-------------------------------------------------------------
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
___________
Kirk A. Benson
CEO and Chairman of the Board of Directors
10653 South River Front Parkway, Suite 300
South Jordan, Utah 84095
(801) 984-9400
--------------------------------------------------------
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
___________
With copy to:
Linda C. Williams, Esq.
Pillsbury Winthrop LLP
50 Fremont Street
San Francisco, California 94105
Telephone: (415) 983-1000
___________
Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective, as
determined by market conditions and other factors.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
[ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
Explanatory Note
The purpose of this post-effective amendment is to amend the explanatory note in
post-effective amendment no. 1 as follows:
"The purpose of this post-effective amendment is to deregister a portion of the
amount of common stock, preferred stock or debt securities of Headwaters
Incorporated, either separately or in units, in one or more offerings that
Headwaters may issue or sell under a registration statement that Headwaters
filed with the Securities and Exchange Commission using a "shelf" registration,
or continuous offering, process. This post-effective amendment deregisters
$100,000,000 in securities from the "shelf" registration statement, reducing the
maximum aggregate offering price of sales or issuances under the "shelf"
registration from $250,000,000 to $150,000,000."
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
post-effective amendment to Registration Statement on Form S-3 to be signed on
its behalf by the undersigned, thereunto duly authorized in South Jordan, State
of Utah, on August 25, 2003.
HEADWATERS INCORPORATED
/s/ Harlan M. Hatfield
-------------------------------
By: Harlan M. Hatfield,
Vice President, General Counsel
and Secretary
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this post-effective amendment to Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, and in the
capacities and on the dates indicated.
Signature Title Date
* Chief Executive Officer August 25, 2003
- --------------------------- and Chairman of the Board
Kirk A. Benson of Directors
* Chief Financial and August 25, 2003
- --------------------------- Accounting Officer
Steven G. Stewart
* Director August 25, 2003
- ---------------------------
James A. Herickhoff
* Director August 25, 2003
- ---------------------------
Raymond J. Weller
* Director August 25, 2003
- ---------------------------
E.J. "Jake" Garn
* Director August 25, 2003
- ---------------------------
William S. Dickinson
Director August 25, 2003
- ---------------------------
R. Sam Christensen
* Director August 25, 2003
- ---------------------------
Malyn K. Malquist
* Director August 25, 2003
- ---------------------------
R Steve Creamer
* By:/s/ Harlan M. Hatfield
- ---------------------------
Harlan M. Hatfield
Attorney in Fact