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
April 21, 2004
Date of Report (Date of earliest event reported)
HEADWATERS INCORPORATED
(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)
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 regarding future
events and our future results that are based on current expectations, estimates,
forecasts, and projections about the industries in which we operate and the
beliefs and assumptions of our management. Actual results may vary materially
from such expectations. Words such as "expects," "anticipates," "targets,"
"goals," "projects," "believes," "seeks," "estimates," variations of such words
and similar expressions are intended to identify such forward-looking
statements. In addition, any statements that refer to projections of our future
financial performance, our anticipated growth and trends in our businesses, and
other characterizations of future events or circumstances, are forward-looking.
For a discussion of the factors that could cause actual results to differ from
expectations, please see the captions entitled "Forward-looking Statements" and
"Risk Factors" in Item 7 of our Form 10-K for the year ended September 30, 2003.
There can be no assurance that our results of operations will not be adversely
affected by such factors. Unless legally required, we undertake no obligation to
revise or update any forward-looking statements for any reason. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of this report.
Item 5: Other Events and Regulation FD Disclosure - Probable Acquisition of
Eldorado Stone, LLC
As described in Exhibit 99, attached hereto, Headwaters has entered into a
purchase agreement to acquire the ownership interests of Eldorado Stone, LLC, a
leading manufacturer of architectural manufactured stone, based in San Marcos,
California. Eldorado Stone will become a wholly-owned subsidiary of Headwaters,
integrated into its fly ash construction materials operations. The acquisition,
which is subject to regulatory approvals, completion of financing, and other
customary conditions, is expected to close in May. Headwaters will file a Form
8-K with complete historical and pro forma information upon consummation of the
acquisition.
The total purchase price for Eldorado Stone is approximately $202 million. The
calculation of the final purchase price will vary based on certain adjustments
at the time of closing as well as total closing and transaction costs.
Headwaters will use existing cash, financing available under its new credit
facility with Bank One and new financing to be obtained prior to closing.
Item 7: Financial Statements and Exhibits.
(c) The following exhibits are included herewith:
10.86 Securities Purchase Agreement by and among Eldorado
Stone Holdings Co., LP, et. al. and Headwaters dated
April 21, 2004
99 Press release announcing purchase agreement to
acquire the ownership interests of Eldorado Stone
99.1 Press release announcing Headwaters' results for the
quarter ended March 31, 2004
Item 12: Results of Operations and Financial Condition.
On April 22, 2004, we issued our March 2004 quarterly earnings press release. A
copy of that press release is attached hereto as Exhibit 99.1. Pursuant to
Securities and Exchange Commission Release No. 33-8216 dated March 27, 2003, the
information provided in Exhibit 99.1 is being furnished under Item 12 of Form
8-K. The information in Exhibit 99.1 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.
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: April 22, 2004 /s/ Kirk A. Benson
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Kirk A. Benson
Chief Executive Officer
(Principal Executive Officer)