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
July 7, 2004
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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)
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, 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 - Completed Acquisition of
Southwest Concrete Products, LP.
As described in Exhibit 99 attached hereto, on July 7, 2004 Headwaters announced
that the acquisition of certain assets of Southwest Concrete Products, LP had
been completed and the transaction was closed.
Item 7: Financial Statements and Exhibits.
(c) The following exhibits are included herewith:
10.84.2 Amendment No. 1, dated as of June 23, 2004, to Credit
Agreement among Headwaters and various lenders dated
as of March 31, 2004
10.87 Indenture dated as of June 1, 2004 between Headwaters
and Wells Fargo Bank, as Trustee, relating to 2-7/8%
Convertible Senior Subordinated Notes due 2016
10.88 Asset Purchase Agreement between Headwaters and
Southwest Concrete Products, LP
99 Press release announcing acquisition of Southwest
Concrete Products, LP
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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: July 8, 2004 /s/ Kirk A. Benson
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Kirk A. Benson
Chief Executive Officer
(Principal Executive Officer)
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