UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 11, 2005
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 (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
10653 South River Front Parkway, Suite 300
South Jordan, UT 84095
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 984-9400
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
On February 11, 2005, we issued a press release regarding the jury
verdict in our litigation with AJG Financial Services. A copy of that press
release is attached hereto as Exhibit 99.1.
On February 15, 2005, we issued a press release announcing the
commencement of a public offering of our Common Stock. A copy of that press
release is attached hereto as Exhibit 99.2.
The Company reaffirms its fiscal 2005 earnings guidance of $2.00 -
$2.10 per share based on fully diluted shares outstanding, taking into account
shares potentially to be issued in connection with this offering.
The information in Item 7.01 of this Current Report, including Exhibits
99.1 and 99.2 attached hereto, is being furnished and shall not be deemed
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that Section. The
information in Item 7.01 of this Current Report, including Exhibits 99.1 and
99.2 attached hereto, shall not be incorporated by reference into any
registration statement or other document filed pursuant to the Securities Act of
1933, except as shall be expressly set forth by specific reference in such a
filing.
Item 9.01: Financial Statements and Exhibits.
(c) Exhibits.
99.1 - Press Release announcing verdict in trial with AJG
Financial Services, Inc.
99.2 - Press Release announcing Headwaters' intention to
sell common stock.
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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.
Date: February 15, 2005 HEADWATERS INCORPORATED
(Registrant)
By: /s/ Kirk A. Benson
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Kirk A. Benson
Chief Executive Officer
(Principal Executive Officer)
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