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): March 14, 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 1.01: Entry into a Material Definitive Agreement.
On March 14, 2005, Headwaters announced that it was completing an
amendment to its senior secured credit facility. A copy of that press release
was attached as exhibit 99.1 to our Form 8-K filed on March 14, 2005. Headwaters
and the parties to the senior secured credit facility have now completed the
amendment which modifies, among others, the following provisions of our senior
credit agreements.
o Provides for a ratings-based grid on the 1st Lien Term Loan
that, based upon Headwaters current ratings by S&P/Moody's of
B1/B+, reduces the interest rate from 325 basis points over
LIBOR to 225 basis points over LIBOR.
o Increases in fiscal 2005 and 2006 the allowed capital
expenditures from $50 million to $62 million.
o Allows the prepayment of the 2nd Lien Term Loan using
Headwaters' cash flow after September 8, 2005, subject to the
contractual prepayment premium.
o Decreases the required amount of the floating-to-fixed hedge
from $300 million to $150 million.
o Provides for a one-year 1% prepayment premium on voluntary
prepayments of the 1st Lien Term Loan.
The amendment is filed herewith as exhibit 10.93.
Item 9.01: Financial Statements and Exhibits.
(c) Exhibits.
10.93 - Amendment No. 2 to the Credit Agreement among
Headwaters and various lenders dated as of
March 14, 2005.
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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: March 17, 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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