UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
November 5, 2003
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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 of (Commission File Number) (IRS Employer
incorporation) Identification No.)
10653 South River Front Parkway, Suite 300 South Jordan, UT 84095
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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)
Certain statements in this Report constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. As such,
actual results may vary materially from such expectations. For a discussion of
certain factors that could cause actual results to differ from expectations,
please see the information set forth under the caption entitled "Forward-looking
Statements" in Part I, Item 2 of Headwaters' Quarterly Report on Form 10-Q for
the quarter ended June 30, 2003. There can be no assurance that Headwaters'
results of operations will not be adversely affected by such factors. Headwaters
undertakes no obligation to revise or publicly release the results of any
revision to these forward-looking statements. Readers are cautioned not to place
undue reliance on these forward-looking statements, which reflect management's
opinion only as of the date hereof.
Item 7: Financial Statements and Exhibits.
(c) Exhibits. The following exhibit is furnished pursuant to
Item 12 of Form 8-K:
99 Press Release dated November 5, 2003:
Results for the quarter and fiscal year
ended September 30, 2003.
Item 12: Results of Operations and Financial Condition.
Pursuant to Securities and Exchange Commission Release No. 33-8216 dated March
27, 2003, the following information is being furnished under Item 12 of Form
8-K. The information in this Form 8-K, including the exhibit, shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, and is not incorporated by reference into any filing of
Headwaters, whether made before or after the date hereof, regardless of any
general incorporation language in such filing. On November 5, 2003, we issued
our fiscal year 2003 earnings press release. A copy of that press release is
attached hereto as Exhibit 99.
In the press release, we use the terms "EBITDA" and "current ratio." These
financial measures are widely accepted financial indicators used by certain
investors and financial analysts to assess and compare financial performance,
and EBITDA is an integral part of Headwaters' debt covenants.
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
Registrant
Date: November 5, 2003 /s/ Kirk A. Benson
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Kirk A. Benson
Chief Executive Officer and
Principal Executive Officer