8-K/A 1 form8ka040904.txt FORM 8-K/A NO. 1 DATED 4/9/04 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 9, 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) The purpose of this amendment is to replace in their entirety exhibits 10.84, 10.84.1 and 10.85 previously filed. Item 9.01: Financial Statements and Exhibits. (c) The following exhibits are included herewith: 10.84 Credit Agreement among Headwaters and various lenders dated March 31, 2004 (now terminated) 10.84.1 Pledge and Security Agreement among Headwaters and various lenders dated March 31, 2004 (now terminated) 10.85 Agreement and Plan of Merger between Headwaters and VFL Technology Corporation dated February 10, 2004 99 Press release announcing acquisition of VFL Technology Corporation (previously filed) 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: December 6, 2004 /s/ Kirk A. Benson -------------------------------- Kirk A. Benson Chief Executive Officer (Principal Executive Officer) 3