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
May 26, 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
- --------------------------------- ------------------------- --------------------
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
10653 South River Front Parkway, Suite 300
South Jordan, UT 84095
--------------------------------------------
(Address of principal executive offices)
(Zip Code)
(801) 984-9400
-----------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
(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. Forward-looking statements include
Headwaters' expectations as to the managing and marketing of coal combustion
products, operations of facilities utilizing alternative fuel technologies, the
marketing of synthetic fuels, the availability of tax credits, the availability
of feed stocks, the receipt of licensing fees, royalties, and product sales
revenues, the development, commercialization, and financing of new technologies
and other strategic business opportunities and acquisitions, including without
limitation, our proposed Eldorado acquisition, and other information about
Headwaters. 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 and the Risk Factors
described in Item 5 of our Form 8-K dated May 25, 2004. 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 the applicable report.
Item 5: Other Events and Regulation FD Disclosure
As described in more detail in Exhibit 99, attached hereto, Headwaters announced
the pricing of its offering of $150 million of its 2-7/8% Convertible Senior
Subordinated Notes due 2016.
Item 7: Financial Statements and Exhibits.
(c) The following exhibits are included herewith:
99 Press release announcing pricing of $150 million of
convertible senior subordinated notes
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.
HEADWATERS INCORPORATED
Registrant
Date: May 26, 2004 /s/ Kirk A. Benson
--------------------------------
Kirk A. Benson
Chief Executive Officer
(Principal Executive Officer)