0001104659-14-040975.txt : 20140522 0001104659-14-040975.hdr.sgml : 20140522 20140522133156 ACCESSION NUMBER: 0001104659-14-040975 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20140522 DATE AS OF CHANGE: 20140522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HES Ethanol Holdings, LLC CENTRAL INDEX KEY: 0001516972 IRS NUMBER: 000000000 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-16 FILM NUMBER: 14863101 BUSINESS ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SALT LAKE CITY STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SALT LAKE CITY STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Headwaters Energy Services Corp. CENTRAL INDEX KEY: 0001477377 IRS NUMBER: 830380929 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-26 FILM NUMBER: 14863106 BUSINESS ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tapco International Corp CENTRAL INDEX KEY: 0001477364 IRS NUMBER: 383475026 STATE OF INCORPORATION: MI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-29 FILM NUMBER: 14863115 BUSINESS ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCM Stone, LLC CENTRAL INDEX KEY: 0001477360 IRS NUMBER: 201106210 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-45 FILM NUMBER: 14863117 BUSINESS ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Eldorado Stone LLC CENTRAL INDEX KEY: 0001477354 IRS NUMBER: 330910603 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-42 FILM NUMBER: 14863122 BUSINESS ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Chihuahua Stone, LLC CENTRAL INDEX KEY: 0001477343 IRS NUMBER: 200225701 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-38 FILM NUMBER: 14863090 BUSINESS ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Covol Fuels Alabama No. 4, LLC CENTRAL INDEX KEY: 0001598932 IRS NUMBER: 452713036 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-13 FILM NUMBER: 14863095 BUSINESS ADDRESS: STREET 1: 10701 SOUTH RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10701 SOUTH RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Headwaters Heavy Oil, LLC CENTRAL INDEX KEY: 0001477379 IRS NUMBER: 593819176 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-25 FILM NUMBER: 14863104 BUSINESS ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Headwaters Construction Materials, LLC CENTRAL INDEX KEY: 0001477371 IRS NUMBER: 201260889 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-30 FILM NUMBER: 14863111 BUSINESS ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: L-B Stone, LLC CENTRAL INDEX KEY: 0001477370 IRS NUMBER: 061669668 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-36 FILM NUMBER: 14863112 BUSINESS ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Stonecraft Manufacturing, LLC CENTRAL INDEX KEY: 0001477365 IRS NUMBER: 364644860 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-39 FILM NUMBER: 14863114 BUSINESS ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCM Utah, LLC CENTRAL INDEX KEY: 0001477363 IRS NUMBER: 201715852 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-32 FILM NUMBER: 14863116 BUSINESS ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dutch Quality Stone, Inc. CENTRAL INDEX KEY: 0001477349 IRS NUMBER: 341834781 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-44 FILM NUMBER: 14863125 BUSINESS ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Covol Fuels No. 5, LLC CENTRAL INDEX KEY: 0001477348 IRS NUMBER: 371554453 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-20 FILM NUMBER: 14863126 BUSINESS ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Covol Fuels Alabama No. 5, LLC CENTRAL INDEX KEY: 0001598931 IRS NUMBER: 452713723 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-12 FILM NUMBER: 14863096 BUSINESS ADDRESS: STREET 1: 10701 SOUTH RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10701 SOUTH RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Headwaters Resources, Inc. CENTRAL INDEX KEY: 0001477381 IRS NUMBER: 870619697 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-35 FILM NUMBER: 14863103 BUSINESS ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Headwaters CTL, LLC CENTRAL INDEX KEY: 0001477375 IRS NUMBER: 900221795 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-19 FILM NUMBER: 14863108 BUSINESS ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Covol Fuels No. 4, LLC CENTRAL INDEX KEY: 0001477347 IRS NUMBER: 371554452 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-21 FILM NUMBER: 14863127 BUSINESS ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCM Louisiana, LLC CENTRAL INDEX KEY: 0001598949 IRS NUMBER: 800787948 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-07 FILM NUMBER: 14863092 BUSINESS ADDRESS: STREET 1: 10701 SOUTH RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10701 SOUTH RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Headwaters Plant Services, Inc. CENTRAL INDEX KEY: 0001517360 IRS NUMBER: 273648388 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-15 FILM NUMBER: 14863100 BUSINESS ADDRESS: STREET 1: 10635 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SALT LAKE CITY STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10635 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SALT LAKE CITY STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Atlantic Shutter Systems, Inc. CENTRAL INDEX KEY: 0001477342 IRS NUMBER: 311803461 STATE OF INCORPORATION: SC FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-28 FILM NUMBER: 14863128 BUSINESS ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Global Climate Reserve Corp CENTRAL INDEX KEY: 0001477359 IRS NUMBER: 841617589 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-31 FILM NUMBER: 14863118 BUSINESS ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Headwaters Construction Materials, Inc. CENTRAL INDEX KEY: 0001477367 IRS NUMBER: 753130509 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-33 FILM NUMBER: 14863113 BUSINESS ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Covol Fuels Alabama No. 3, LLC CENTRAL INDEX KEY: 0001598933 IRS NUMBER: 452712690 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-14 FILM NUMBER: 14863094 BUSINESS ADDRESS: STREET 1: 10701 SOUTH RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10701 SOUTH RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Headwaters Technology Innovation Group, Inc. CENTRAL INDEX KEY: 0001477373 IRS NUMBER: 870707919 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-27 FILM NUMBER: 14863110 BUSINESS ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Headwaters Clean Carbon Services LLC CENTRAL INDEX KEY: 0001598946 IRS NUMBER: 300543994 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-06 FILM NUMBER: 14863093 BUSINESS ADDRESS: STREET 1: 10701 SOUTH RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10701 SOUTH RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Environmental Technologies Group, LLC CENTRAL INDEX KEY: 0001477358 IRS NUMBER: 900129013 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-18 FILM NUMBER: 14863119 BUSINESS ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEADWATERS INC CENTRAL INDEX KEY: 0001003344 STANDARD INDUSTRIAL CLASSIFICATION: CONCRETE PRODUCTS, EXCEPT BLOCK & BRICK [3272] IRS NUMBER: 870547337 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756 FILM NUMBER: 14863091 BUSINESS ADDRESS: STREET 1: 10701 SOUTH RIVERFRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: 8019849400 MAIL ADDRESS: STREET 1: 10701 SOUTH RIVERFRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FORMER COMPANY: FORMER CONFORMED NAME: COVOL TECHNOLOGIES INC DATE OF NAME CHANGE: 19951113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FlexCrete Building Systems, L.C. CENTRAL INDEX KEY: 0001598950 IRS NUMBER: 870662892 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-08 FILM NUMBER: 14863120 BUSINESS ADDRESS: STREET 1: 10701 SOUTH RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10701 SOUTH RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Covol Fuels Alabama No. 7, LLC CENTRAL INDEX KEY: 0001598930 IRS NUMBER: 452712783 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-11 FILM NUMBER: 14863097 BUSINESS ADDRESS: STREET 1: 10701 SOUTH RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10701 SOUTH RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Covol Fuels Chinook, LLC CENTRAL INDEX KEY: 0001598927 IRS NUMBER: 452713771 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-09 FILM NUMBER: 14863099 BUSINESS ADDRESS: STREET 1: 10701 SOUTH RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10701 SOUTH RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Covol Fuels Rock Crusher, LLC CENTRAL INDEX KEY: 0001598929 IRS NUMBER: 452723884 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-10 FILM NUMBER: 14863098 BUSINESS ADDRESS: STREET 1: 10701 SOUTH RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10701 SOUTH RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Eldorado Stone Operations, LLC CENTRAL INDEX KEY: 0001477356 IRS NUMBER: 912054852 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-37 FILM NUMBER: 14863121 BUSINESS ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Eldorado SC-Acquisition Co. CENTRAL INDEX KEY: 0001477351 IRS NUMBER: 201106424 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-43 FILM NUMBER: 14863124 BUSINESS ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Headwaters Synfuel Investments, LLC CENTRAL INDEX KEY: 0001477374 IRS NUMBER: 201641652 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-24 FILM NUMBER: 14863109 BUSINESS ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Covol Engineered Fuels, LC CENTRAL INDEX KEY: 0001477344 IRS NUMBER: 900221443 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-23 FILM NUMBER: 14863089 BUSINESS ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Eldorado Stone Funding Co., LLC CENTRAL INDEX KEY: 0001477382 IRS NUMBER: 201162241 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-40 FILM NUMBER: 14863102 BUSINESS ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Eldorado Stone Acquisition Co., LLC CENTRAL INDEX KEY: 0001477352 IRS NUMBER: 233070498 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-41 FILM NUMBER: 14863123 BUSINESS ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Covol Fuels No. 2, LLC CENTRAL INDEX KEY: 0001477345 IRS NUMBER: 371554450 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-22 FILM NUMBER: 14863088 BUSINESS ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Headwaters Ethanol Operators, LLC CENTRAL INDEX KEY: 0001477378 IRS NUMBER: 900266205 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-17 FILM NUMBER: 14863105 BUSINESS ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Headwaters Services Corp CENTRAL INDEX KEY: 0001477376 IRS NUMBER: 870620660 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-193756-34 FILM NUMBER: 14863107 BUSINESS ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 BUSINESS PHONE: (801) 984-9400 MAIL ADDRESS: STREET 1: 10653 S. RIVER FRONT PARKWAY STREET 2: SUITE 300 CITY: SOUTH JORDAN STATE: UT ZIP: 84095 S-4/A 1 a14-4664_1s4a.htm S-4/A

As filed with the Securities and Exchange Commission on May 22, 2014

Registration No. 333-193756

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 2

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

HEADWATERS INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

Delaware

2990

87-0547337

(State or Other Jurisdiction

of Incorporation or Organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

10701 South River Front Parkway, Suite 300

South Jordan, UT 84095

(801) 984-9400

(Address, Including Zip Code, and Telephone Number, Including Area Code, of

Registrant’s Principal Executive Offices)

Kirk A. Benson

Chief Executive Officer

Headwaters Incorporated

10701 South River Front Parkway, Suite 300

South Jordan, UT 84095

(801) 984-9400

(Name, Address, Including Zip Code, and Telephone Number,

Including Area Code, of Agent for Service)

Copy To:

Linda C. Williams, Esq.

David E. Lillevand, Esq.

Pillsbury Winthrop Shaw Pittman LLP

Four Embarcadero Center, 22nd Floor

San Francisco, California 94111

(415) 983-1000

(415) 983-1200 (facsimile)

Approximate Date of Commencement of Proposed Sale of the Securities to the Public: As soon as practicable after the effective date of this registration statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x		Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)	o

Exchange Act Rule 14d-1(d) (Cross-Border Third Party Tender Offer)	o

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANT GUARANTORS

Exact Name of Registrant Guarantor as Specified in its Charter (1)	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code No.	I.R.S. Employer Identification No.

HCM Stone, LLC	Utah	5030	20-1106210

Dutch Quality Stone, Inc.	Ohio	5030	34-1834781

Eldorado SC-Acquisition Co.	Utah	5030	20-1106424

Eldorado Stone LLC	Delaware	5030	33-0910603

Eldorado Stone Acquisition Co., LLC	Utah	5030	23-3070498

Eldorado Stone Funding Co., LLC	Utah	5030	20-1162241

Stonecraft Manufacturing, LLC	Ohio	5030	36-4644860

Chihuahua Stone, LLC	Utah	5030	20-0225701

Eldorado Stone Operations, LLC	Utah	5030	91-2054852

L-B Stone, LLC	Utah	5030	06-1669668

Headwaters Resources, Inc.	Utah	2990	87-0619697

Headwaters Services Corporation	Utah	8700	87-0620660

Headwaters Construction Materials, Inc.	Utah	5030	75-3130509

HCM Utah, LLC	Utah	5030	20-1715852

Global Climate Reserve Corporation	Utah	2990	84-1617589

Headwaters Construction Materials, LLC	Texas	5030	20-1260889

Tapco International Corporation	Michigan	5030	38-3475026

Atlantic Shutter Systems, Inc.	South Carolina	5030	31-1803461

Headwaters Technology Innovation Group, Inc.	Utah	2990	87-0707919

Headwaters Energy Services Corp.	Utah	8700	83-0380929

Headwaters Heavy Oil, LLC	Utah	2990	59-3819176

Headwaters Synfuel Investments, LLC	Utah	2990	20-1641652

Covol Engineered Fuels, LC	Utah	2990	90-0221443

Covol Fuels No. 2, LLC	Utah	2990	37-1554450

Covol Fuels No. 4, LLC	Utah	2990	37-1554452

Covol Fuels No. 5, LLC	Utah	2990	37-1554453

Headwaters CTL, LLC	Utah	2990	90-0221795

Environmental Technologies Group, LLC	Utah	2990	90-0129013

Headwaters Ethanol Operators, LLC	Utah	4991	90-0266205

HES Ethanol Holdings, LLC	Utah	4991	45-1338217

Headwaters Plant Services, Inc.	Utah	2990	27-3648388

Covol Fuels Alabama No. 3, LLC	Utah	2990	45-2712690

Covol Fuels Alabama No. 4, LLC	Utah	2990	45-2713036

Covol Fuels Alabama No. 5, LLC	Utah	2990	45-2713723

Covol Fuels Alabama No. 7, LLC	Utah	2990	45-2712783

Covol Fuels Rock Crusher, LLC	Utah	2990	45-2723884

Covol Fuels Chinook, LLC	Utah	2990	45-2713771

FlexCrete Building Systems, L.C.	Utah	5030	87-0662892

HCM Louisiana, LLC	Utah	5030	80-0787948

Headwaters Clean Carbon Services LLC	Utah	2990	30-0543994

(1) The principal executive office of each registrant guarantor is 10701 South River Front Parkway, Suite 300, South Jordan, Utah 84095, (801) 984-9400.

Explanatory Note

This Amendment No. 2 to Headwaters Incorporated’s Registration Statement on Form S-4 (Registration No. 333-193756) originally filed with the Securities and Exchange Commission on February 5, 2014, as amended by Amendment No. 1 filed May 1, 2014, is being filed solely for purposes of amending and filing Exhibits 5.2, 5.4 and 5.5. No changes have been made to Part I or Part II of the Registration Statement. Accordingly, this Amendment No. 2 consists only of the facing page, this Explanatory Note, the Exhibit index, the signature pages to the Registration Statement and the filed Exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of South Jordan, State of Utah, on May 22, 2014.

HEADWATERS INCORPORATED


By:	/s/ Kirk A. Benson
		Kirk A. Benson
Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-4 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

	Director and Chief Executive Officer (Principal Executive Officer)	May 22, 2014
/s/ Kirk A. Benson
Kirk A. Benson

	Chief Financial Officer (Principal Financial and Accounting Officer)	May 22, 2014
*
Donald P. Newman

	Director	May 22, 2014
*
James A. Herickhoff

	Director	May 22, 2014
*
R Sam Christensen

II-4

		Director	May 22, 2014
*
Malyn K. Malquist

		Director	May 22, 2014
*
Blake O. Fisher, Jr.

		Director	May 22, 2014
*
Sylvia Summers


*By:	/s/ Kirk A. Benson
	Kirk A. Benson
	Attorney-in-Fact

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant guarantor has caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kerrville, State of Texas, on May 22, 2014.

STONECRAFT MANUFACTURING, LLC
CHIHUAHUA STONE, LLC
ELDORADO STONE OPERATIONS, LLC
L-B STONE, LLC


	By:	*
			Murphy K. Lents
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-4 has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date

		President (Principal Executive Officer)	May 22, 2014
*
Murphy K. Lents

		Manager and Chief Financial Officer (Principal Financial and Accounting Officer)	May 22, 2014
*
Donald P. Newman


*By:	/s/ Harlan M. Hatfield
	Harlan M. Hatfield
	Attorney-in-Fact

II-6

SIGNATURES

DUTCH QUALITY STONE, INC.
ELDORADO SC-ACQUISITION CO.
ELDORADO STONE LLC
HEADWATERS CONSTRUCTION MATERIALS, INC.


	By:	*
		Murphy K. Lents
		President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-4 has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date

		President (Principal Executive Officer)	May 22, 2014
*
Murphy K. Lents

		Director and Chief Financial Officer (Principal Financial and Accounting Officer)	May 22, 2014
*
Donald P. Newman


*By:	/s/ Harlan M. Hatfield
	Harlan M. Hatfield
	Attorney-in-Fact

II-7

SIGNATURES

HCM STONE, LLC
ELDORADO STONE ACQUISITION CO., LLC
ELDORADO STONE FUNDING CO., LLC


	By:	*
			Murphy K. Lents
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-4 has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date

		President (Principal Executive Officer)	May 22, 2014
*
Murphy K. Lents

		Manager and Chief Financial Officer (Principal Financial and Accounting Officer)	May 22, 2014
*
Donald P. Newman

		Manager	May 22, 2014
*
Harlan M. Hatfield


*By:	/s/ Harlan M. Hatfield
	Harlan M. Hatfield
	Attorney-in-Fact

II-8

SIGNATURES

HCM UTAH, LLC
HEADWATERS CONSTRUCTION MATERIALS, LLC
HCM LOUISIANA, LLC


	By:	*
		Bobby L. Whisnant
		President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-4 has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date

		President (Principal Executive Officer)	May 22, 2014
*
Bobby L. Whisnant

		Manager and Chief Financial Officer (Principal Financial and Accounting Officer)	May 22, 2014
*
Donald P. Newman


*By:	/s/ Harlan M. Hatfield
	Harlan M. Hatfield
	Attorney-in-Fact

II-9

SIGNATURES

TAPCO INTERNATIONAL CORPORATION
ATLANTIC SHUTTER SYSTEMS, INC.


	By:	*
		David Ulmer
		President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-4 has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date

		President (Principal Executive Officer)	May 22, 2014
*
David Ulmer

		Director and Chief Financial Officer (Principal Financial and Accounting Officer)	May 22, 2014
*
Donald P. Newman


*By:	/s/ Harlan M. Hatfield
	Harlan M. Hatfield
	Attorney-in-Fact

II-10

SIGNATURES

HEADWATERS RESOURCES, INC.

HEADWATERS SERVICES CORPORATION

HEADWATERS ENERGY SERVICES CORP.

GLOBAL CLIMATE RESERVE CORPORATION

HEADWATERS PLANT SERVICES, INC.

	By:	/s/ William H. Gehrmann
		William H. Gehrmann
		President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-4 has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date

		President (Principal Executive Officer)	May 22, 2014
*
William H. Gehrmann

		Director and Chief Financial Officer (Principal Financial and Accounting Officer)	May 22, 2014
*
Donald P. Newman


*By:	/s/ Harlan M. Hatfield
	Harlan M. Hatfield
	Attorney-in-Fact

II-11

SIGNATURES

HEADWATERS TECHNOLOGY INNOVATION GROUP, INC.

	By:	*
		Stephanie Black
		President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-4 has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date

		President (Principal Executive Officer)	May 22, 2014
*
Stephanie Black

		Director and Chief Financial Officer (Principal Financial and Accounting Officer)	May 22, 2014
*
Donald P. Newman


*By:	/s/ Harlan M. Hatfield
	Harlan M. Hatfield
	Attorney-in-Fact

II-12

SIGNATURES

HEADWATERS HEAVY OIL, LLC

HEADWATERS ETHANOL OPERATORS, LLC

	By:	*
		Stephanie Black
		President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-4 has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date

		President (Principal Executive Officer)	May 22, 2014
*
Stephanie Black

		Manager and Chief Financial Officer (Principal Financial and Accounting Officer)	May 22, 2014
*
Donald P. Newman

		Manager	May 22, 2014
/s/ Harlan M. Hatfield
Harlan M. Hatfield


*By:	/s/ Harlan M. Hatfield
	Harlan M. Hatfield
	Attorney-in-Fact

II-13

SIGNATURES

HES ETHANOL HOLDINGS, LLC

HEADWATERS CTL, LLC

	By:	*
		Stephanie Black
		President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-4 has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date

		President (Principal Executive Officer)	May 22, 2014
*
Stephanie Black

		Manager and Chief Financial Officer (Principal Financial and Accounting Officer)	May 22, 2014
*
Donald P. Newman


*By:	/s/ Harlan M. Hatfield
	Harlan M. Hatfield
	Attorney-in-Fact

II-14

SIGNATURES

HEADWATERS SYNFUEL INVESTMENTS, LLC

COVOL ENGINEERED FUELS, LC

COVOL FUELS NO. 2, LLC

COVOL FUELS NO. 4, LLC

COVOL FUELS NO. 5, LLC

	By:	*
		William H. Gehrmann
		President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-4 has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date

		President (Principal Executive Officer)	May 22, 2014
*
William H. Gehrmann

		Manager and Chief Financial Officer (Principal Financial and Accounting Officer)	May 22, 2014
*
Donald P. Newman

		Manager	May 22, 2014
/s/ Harlan M. Hatfield
Harlan M. Hatfield


*By:	/s/ Harlan M. Hatfield
	Harlan M. Hatfield
	Attorney-in-Fact

II-15

SIGNATURES

ENVIRONMENTAL TECHNOLOGIES GROUP, LLC

BY: HEADWATERS ENERGY SERVICES CORP.

ITS MANAGING MEMBER

	By:	*
		William H. Gehrmann
		President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-4 has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date

		President of Managing Member (Principal Executive Officer)	May 22, 2014
*
William H. Gehrmann

		Manager of Managing Member and Chief Financial Officer of Managing Member (Principal Financial and Accounting Officer)	May 22, 2014
*
Donald P. Newman


*By:	/s/ Harlan M. Hatfield
	Harlan M. Hatfield
	Attorney-in-Fact

II-16

SIGNATURES

COVOL FUELS ALABAMA NO. 3, LLC

COVOL FUELS ALABAMA NO. 4, LLC

COVOL FUELS ALABAMA NO. 5, LLC

COVOL FUELS ALABAMA NO. 7, LLC

COVOL FUELS ROCK CRUSHER, LLC

COVOL FUELS CHINOOK, LLC

	By:	*
		William H. Gehrmann
		President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-4 has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date

		President (Principal Executive Officer)	May 22, 2014
*
William H. Gehrmann

		Manager and Chief Financial Officer (Principal Financial and Accounting Officer)	May 22, 2014
*
Donald P. Newman


*By:	/s/ Harlan M. Hatfield
	Harlan M. Hatfield
	Attorney-in-Fact

II-17

SIGNATURES

FLEXCRETE BUILDING SYSTEMS, L.C.

BY: HEADWATERS RESOURCES, INC.

ITS SOLE MEMBER

	By:	*
		William H. Gehrmann
		President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-4 has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date

		President of the Sole Member (Principal Executive Officer)	May 22, 2014
*
William H. Gehrmann

		Manager (Principal Financial and Accounting Officer)	May 22, 2014
*
Donald P. Newman

		Manager	May 22, 2014
/s/ Harlan M. Hatfield
Harlan M. Hatfield


*By:	/s/ Harlan M. Hatfield
	Harlan M. Hatfield
	Attorney-in-Fact

II-18

SIGNATURES

HEADWATERS CLEAN CARBON SERVICES LLC

	By:	*
		James A. Lepinski
		Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-4 has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date

		Chief Executive Officer (Principal Executive Officer)	May 22, 2014
*
James A. Lepinski

		Manager and Chief Financial Officer (Principal Financial and Accounting Officer)	May 22, 2014
*
Donald P. Newman


*By:	/s/ Harlan M. Hatfield
	Harlan M. Hatfield
	Attorney-in-Fact

II-19

EXHIBIT INDEX

Exhibit		Description of Exhibit

3.1		Amended and Restated Certificate of Incorporation of Headwaters Incorporated (the “Registrant”), filed as Exhibit 3.1.9 to the Registrant’s Current Report on Form 8-K on March 3, 2005.

3.2		Certificate of Amendment of the Amended and Restated Certificate of Incorporation, filed as Exhibit 3.1.10 to the Registrant’s Current Report on Form 8-K on February 25, 2011.

3.3		Amended and Restated Bylaws, filed as Exhibit 3.2.5 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2006.

3.4		Amendment of Amended and Restated Bylaws, filed as Exhibit 3.2.6 to the Registrant’s Current Report on Form 8-K on December 22, 2008.

4.1		Indenture related to the 7¼% Senior Notes due 2019, dated as of December 10, 2013, among the Registrant, the guarantors named therein and Wilmington Trust, National Association as trustee, filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K on December 12, 2013.

4.2		Form of 7¼% Senior Notes due 2019 (included as Exhibit A to the Indenture filed as Exhibit 4.1).

4.3		Registration Rights Agreement, dated as of December 10, 2013, among the Registrant and certain of its subsidiaries named therein, and Deutsche Bank Securities Inc., for itself and as representative of the several Initial Purchasers, filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K on December 12, 2013.

5.1**		Opinion of Pillsbury Winthrop Shaw Pittman LLP.

5.2*		Opinion of Harlan M. Hatfield, Esq., General Counsel of the Registrant.

5.3**		Opinion of Daniel R. Shemke, P.C.

5.4*		Opinion of Wegman, Hessler & Vanderburg.

5.5*		Opinion of Rogers, Townsend & Thomas, PC.

8.1**		Tax Opinion of Pillsbury Winthrop Shaw Pittman LLP

12.1		Computation of Ratio of Earnings to Fixed Charges, filed as Exhibit 21 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013.

21.1		Subsidiaries of the Registrant, filed as Exhibit 21 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013.

23.1**		Consent of BDO USA, LLP.

23.2**		Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibits 5.1 and 8.1).

II-20

24.1**		Powers of Attorney (included on signature pages hereof).

25.1**		Statement of Eligibility of Trustee.

99.1**		Form of Letter of Transmittal.

99.2**		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.

99.3**		Form of Letter to Clients.

99.4**		Form of Notice of Guaranteed Delivery.

99.5**		Form of Instructions from Beneficial Owner.

* Filed herewith.

** Previously filed.

II-21

EX-5.2 2 a14-4664_1ex5d2.htm EX-5.2

Exhibit 5.2

[Headwaters Letterhead]

May 22, 2014

Headwaters Incorporated

10701 South River Front Parkway, Suite 300

South Jordan, UT 84095

Re: Registration Statement on Form S-4

Ladies and Gentlemen:

I am General Counsel for Headwaters Incorporated (the “Company”) and have acted as special Utah counsel to each of the subsidiaries listed on Annex A to this opinion letter (each individually a “Utah Guarantor” and collectively the “Utah Guarantors”) in connection with the Registration Statement on Form S-4 (as amended, the “Registration Statement”) filed by the Company, the Utah Guarantors and the other registrant guarantors named therein with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the issuance by the Company of $150,000,000 aggregate principal amount of 7¼% Senior Notes due 2019 (the “Exchange Notes”) and the issuance by the Utah Guarantors and other guarantors of the guarantees (each a “Guaranty” and collectively, the “Guaranties”) with respect to the Exchange Notes. The Exchange Notes and the Guaranties will be issued pursuant to an indenture dated as of December 10, 2013 (the “Indenture”), among the Company, the Utah Guarantors, the other guarantors party thereto and Wilmington Trust, National Association, as trustee. The terms of the Guaranties and any capitalized terms used but not defined herein are contained in the Indenture. At your request, this opinion is being provided to you.

In arriving at the opinions expressed below, I have examined and relied on the original, or a copy, certified or otherwise, represented to me to be an execution copy thereof, of each of the following documents:

(a) the Indenture;

(b) a copy of the Articles of Incorporation of Headwaters Resources, Inc., Headwaters Services Corporation, Headwaters Construction Materials, Inc., Eldorado SC-Acquisition Co., Global Climate Reserve Corporation, Headwaters Technology Innovation Group, Inc., Headwaters Energy Services Corp. and Headwaters Plant Services, Inc. and a copy of the Articles of Organization of HCM Stone, LLC, HCM Utah, LLC, Eldorado Stone Acquisition Co., LLC, Eldorado Stone Funding Co., LLC, Chihuahua Stone, LLC, Eldorado Stone Operations, LLC, L-B Stone, LLC, Headwaters Heavy Oil, LLC, Headwaters Synfuel Investments, LLC, Covol Engineered Fuels, LC, Covol Fuels No. 2, LLC, Covol Fuels No. 4, LLC, Covol Fuels No. 5, LLC, Headwaters CTL, LLC, Environmental Technologies Group, LLC, Headwaters Ethanol Operators, LLC, HES Ethanol Holdings, LLC, Covol Fuels Alabama No. 3, LLC, Covol Fuels Alabama No. 4, LLC, Covol Fuels Alabama No. 5, LLC, Covol Fuels

Alabama No. 7, LLC, Covol Fuels Rock Crusher, LLC, Covol Fuels Chinook, LLC, FlexCrete Building Systems, L.C., HCM Louisiana, LLC, and Headwaters Clean Carbon Services, LLC, filed with the Secretary of State of Utah (collectively the “Articles”);

(c) a copy of (i) the Bylaws of Headwaters Resources, Inc., Headwaters Services Corporation, Headwaters Construction Materials, Inc., Eldorado SC-Acquisition Co., Global Climate Reserve Corporation, Headwaters Technology Innovation Group, Inc., Headwaters Energy Services Corp. and Headwaters Plant Services, Inc., (ii) the Operating Agreements of HCM Utah, LLC, Eldorado Stone Funding Co., LLC, Headwaters Synfuel Investments, LLC, Covol Engineered Fuels, LC, Covol Fuels No. 2, LLC, Covol Fuels No. 4, LLC, Covol Fuels No. 5, LLC, Headwaters CTL, LLC, Environmental Technologies Group, LLC, Headwaters Ethanol Operators, LLC, Covol Fuels Alabama No. 3, LLC, Covol Fuels Alabama No. 4, LLC, Covol Fuels Alabama No. 5, LLC, Covol Fuels Alabama No. 7, LLC, Covol Fuels Chinook, LLC, Covol Fuels Rock Crusher, LLC, FlexCrete Building Systems, L.C., HES Ethanol Holdings, LLC, Headwaters Clean Carbon Services, LLC (iii) the Second Amended and Restated Operating Agreement of Eldorado Stone Acquisition Co., LLC, HCM Louisiana, LLC, (iv) the First Amended and Restated Operating Agreement of HCM Stone, LLC, (v) the Amended and Restated Operating Agreement of Headwaters Heavy Oil, LLC and (vi) the Limited Liability Company Agreements of Eldorado Stone Operations, LLC, as amended, L-B Stone, LLC, as amended, and Chihuahua Stone, LLC, as amended (collectively the “Bylaws”);

(d) Written Consent of the Sole Director of Headwaters Resources, Inc., dated December 5, 2013, Written Consent of the Sole Director of Headwaters Services Corporation, dated December 5, 2013, Written Consent of the Sole Director of Headwaters Construction Materials, Inc., dated December 5, 2013, Written Consent of the Sole Director of Eldorado SC-Acquisition Co., dated December 5, 2013, Written Consent of the Sole Director of Global Climate Reserve Corporation, dated December 5, 2013, Written Consent of the Sole Director of Headwaters Technology Innovation Group, Inc., dated December 5, 2013, Written Consent of the Sole Director of Headwaters Energy Services Corp., dated December 5, 2013, Written Consent of the Sole Director of Headwaters Plant Services, Inc., dated December 5, 2013, Written Consent of the Managers of Eldorado Stone Funding Co., LLC, dated December 5, 2013, Written Consent of the Managers of Headwaters Heavy Oil, LLC, dated December 5, 2013, Written Consent of the Managers of Headwaters Synfuel Investments, LLC, dated December 5, 2013, Written Consent of the Managers of Covol Engineered Fuels, LC, dated December 5, 2013, Written Consent of the Managers of Covol Fuels No. 2, LLC, dated December 5, 2013, Written Consent of the Managers of Covol Fuels No. 4, LLC, dated December 5, 2013, Written Consent of the Managers of Covol Fuels No. 5, LLC, dated December 5, 2013, Written Consent of the Sole Manager of Headwaters CTL, LLC, dated December 5, 2013, Written Consent of the Managing Member of Environmental Technologies Group, LLC, dated December 5, 2013, Written Consent of the Managers of Headwaters Ethanol Operators, LLC, dated December 5, 2013, Written Consent of the Managers of Eldorado Stone Acquisition Co., LLC, dated December 5, 2013, Written Consent of the Sole Manager of Eldorado Stone Operations, LLC, dated December 5, 2013, Written Consent of the Sole Manager of L-B Stone, LLC, dated December 5, 2013, Written Consent of the Sole Manager of Chihuahua Stone, LLC, dated December 5, 2013, Written Consent of the Managers of HCM Stone, LLC, dated December 5, 2013, Written Consent of the Sole Manager of HCM Utah, LLC, dated December 5, 2013, Written Consent of the Managers of HES Ethanol Holdings, LLC, dated December 5, 2013, Written Consent of the

Manager of Covol Fuels Alabama No. 3, LLC, dated December 5, 2013, Written Consent of the Manager of Covol Fuels Alabama No. 4, LLC, dated December 5, 2013, Written Consent of the Manager of Covol Fuels Alabama No. 5, LLC, dated December 5, 2013, Written Consent of the Manager of Covol Fuels Alabama No. 7, LLC, dated December 5, 2013, Written Consent of the Manager of Covol Fuels Rock Crusher, LLC, dated December 5, 2013, Written Consent of the Manager of Covol Fuels Chinook, LLC, dated December 5, 2013, Written Consent of the Manager of FlexCrete Building Systems, LC, dated December 5, 2013, Written Consent of the Manager of HCM Louisiana, LLC, dated December 5, 2013, and Written Consent of the Manager of Headwaters Clean Carbon Services LLC, dated December 5, 2013.

(e) Secretary’s Certificate of the Utah Guarantors dated December 10, 2013; and

(f) Certificates of Good Standing as to each of the following, each issued by the Division of Corporations and Commercial Code of the Utah Department of Commerce on December 5, 2013: Headwaters Resources, Inc., Headwaters Services Corporation, Headwaters Construction Materials, Inc., Eldorado SC-Acquisition Co., Global Climate Reserve Corporation, Headwaters Technology Innovation Group, Inc., Headwaters Energy Services Corp., Headwaters Plant Services, Inc., HCM Stone, LLC, HCM Utah, LLC, Eldorado Stone Acquisition Co., LLC, Eldorado Stone Funding Co., LLC, Chihuahua Stone, LLC, Eldorado Stone Operations, LLC, L-B Stone, LLC, Headwaters Heavy Oil, LLC, Headwaters Synfuel Investments, LLC, Covol Engineered Fuels, LC, Covol Fuels No. 2, LLC, Covol Fuels No. 4, LLC, Covol Fuels No. 5, LLC, Headwaters CTL, LLC, Environmental Technologies Group, LLC, Headwaters Ethanol Operators, LLC, HES Ethanol Holdings, LLC, Covol Fuels Alabama No. 3, LLC, Covol Fuels Alabama No. 4, LLC, Covol Fuels Alabama No. 5, LLC, Covol Fuels Alabama No. 7, LLC, Covol Fuels Rock Crusher, LLC, Covol Fuels Chinook, LLC, FlexCrete Building Systems, L.C., HCM Louisiana, LLC, and Headwaters Clean Carbon Services, LLC (collectively the “Good Standing Certificates”).

I have not reviewed any documents other than the documents listed in paragraphs (a) through (f) above. In particular, I have not reviewed any document (other than the documents listed in paragraphs (a) through (f) above) that is referred to in or incorporated by reference into any document reviewed by me. I have conducted no independent factual investigation of my own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which I have assumed to be true, complete and accurate in all material respects.

With respect to all documents examined by me, I have assumed that (i) all signatures on documents examined by me are genuine, and (ii) all documents submitted to me as copies conform with the original copies of those documents.

For purposes of this opinion, I have assumed:

(i) except to the extent provided in paragraph 1 below, that each party to the documents examined by me has been duly created, organized or formed, as the case may be, and is validly existing in good standing under the laws of the jurisdiction governing its creation, organization or formation,

(ii) the legal capacity of each natural person who is a signatory to any of the documents examined by me,

(iii) except to the extent provided in paragraph 2 below, that each of the parties to the documents examined by me has the power and authority to execute and deliver, and to perform its obligations under, such documents, and

(iv) that each of the documents examined by me has been delivered and exchanged among the respective parties following signing by the parties.

This opinion is limited to the laws (including rules, regulations and orders thereunder) of the State of Utah (excluding the securities laws and blue sky laws of the State of Utah), as currently in effect, and I have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto (the “Applicable Law”). In rendering the opinions set forth herein, I express no opinion concerning (i) the creation, attachment, perfection or priority of any security interest, lien or other encumbrance, or (ii) the nature or validity of title to any property.

Based upon the foregoing, and upon an examination of such questions of law as I have considered necessary or appropriate, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, I advise you that, in my opinion:

1. Headwaters Resources, Inc., Headwaters Services Corporation, Headwaters Construction Materials, Inc., Eldorado SC-Acquisition Co., Global Climate Reserve Corporation, Headwaters Technology Innovation Group, Inc., Headwaters Energy Services Corp. and Headwaters Plant Services, Inc. are corporations duly formed, validly existing and in good standing under the laws of the State of Utah, and each has the corporate power and authority to execute and deliver the Indenture and perform its obligations thereunder.

2. HCM Stone, LLC, HCM Utah, LLC, Eldorado Stone Funding Co., LLC, Headwaters Heavy Oil, LLC, Headwaters Synfuel Investments, LLC, Covol Engineered Fuels, LC, Covol Fuels No. 2, LLC, Covol Fuels No. 4, LLC, Covol Fuels No. 5, LLC, Headwaters CTL, LLC, Environmental Technologies Group, LLC, Headwaters Ethanol Operators, LLC, Eldorado Stone Acquisition Co., LLC, Eldorado Stone Operations, LLC, L-B Stone, LLC, Chihuahua Stone, LLC, HES Ethanol Holdings, LLC, Covol Fuels Alabama No. 3, LLC, Covol Fuels Alabama No. 4, LLC, Covol Fuels Alabama No. 5, LLC, Covol Fuels Alabama No. 7, LLC, Covol Fuels Rock Crusher, LLC, Covol Fuels Chinook, LLC, FlexCrete Building Systems, L.C., HCM Louisiana, LLC, and Headwaters Clean Carbon Services, LLC are limited liability companies duly formed, validly existing and in good standing under the laws of the State of Utah, and each has the requisite power and authority to execute and deliver the Indenture and perform its obligations thereunder.

3. Each Utah Guarantor has taken all necessary corporate and/or limited liability company action to authorize the execution, delivery and performance by it of the Indenture, and the execution, delivery and performance of the Indenture, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary and proper action under the Articles and Bylaws of such Utah Guarantor.

4. The Guaranty of each Utah Guarantor has been duly authorized and issued by such Utah Guarantor.

5. No consent or authorization of, approval by, notice to, filing with or other act by or in respect of, any Utah governmental authority under Applicable Law is required by any Utah Guarantor solely as a result of the execution, delivery or performance by such Utah Guarantor of the Indenture.

6. The execution and delivery by each Utah Guarantor of the Indenture, the performance of the obligations of each Utah Guarantor thereunder and the consummation of the transactions contemplated thereby, (a) do not and will not violate, or constitute a default under, any Applicable Law, and (b) do not and will not violate the Articles or Bylaws of such Guarantor.

The foregoing opinions are subject to the following assumptions, exceptions, qualifications and limitations:

(a) My opinions in paragraphs 1 and 2 above as to the valid existence and good standing of the Utah Guarantors is based solely upon my review of the Good Standing Certificates.

(b) There has not been any mutual mistake of fact or misunderstanding, fraud, duress, undue influence or breach of fiduciary duties with respect to any of the matters relevant to the opinions expressed herein. All parties have complied with any requirement of good faith, fair dealing and conscionability.

I understand that you will rely as to matters of Utah law, as applicable, upon this opinion in connection with the matters set forth herein. In addition, I understand that Pillsbury Winthrop Shaw Pittman LLP (“Pillsbury”) will rely as to matters of Utah law, as applicable, upon this opinion in connection with an opinion to be rendered by it on the date hereof relating to the Utah Guarantors. In connection with the foregoing, I hereby consent to your and Pillsbury’s relying as to matters of Utah law, as applicable, upon this opinion.

The opinions expressed herein are as of the date hereof (and not as of any other date), and I make no undertaking to amend or supplement such opinions as facts and circumstances come to my attention or changes in the law occur, in each case after the date of effectiveness of the Registration Statement, which could affect such opinions.

Very truly yours,


/s/ Harlan M. Hatfield
Harlan M. Hatfield
General Counsel

ANNEX A

Headwaters Resources, Inc., a Utah corporation

Headwaters Services Corporation, a Utah corporation

Headwaters Construction Materials, Inc., a Utah corporation

HCM Utah, LLC, a Utah limited liability corporation

HCM Stone, LLC, a Utah limited liability corporation

Eldorado SC-Acquisition Co., a Utah corporation

Eldorado Stone Acquisition Co., LLC, a Utah limited liability company

Eldorado Stone Funding Co., LLC, a Utah limited liability company

Chihuahua Stone, LLC, a Utah limited liability company

Eldorado Stone Operations, LLC, a Utah limited liability company

L-B Stone, LLC, a Utah limited liability company

Global Climate Reserve Corporation, a Utah corporation

Headwaters Technology Innovation Group, Inc., a Utah corporation

Headwaters Energy Services Corp., a Utah corporation

Headwaters Heavy Oil, LLC, a Utah limited liability company

Headwaters Synfuel Investments, LLC, a Utah limited liability company

Covol Engineered Fuels, LC, a Utah limited liability company

Covol Fuels No. 2, LLC, a Utah limited liability company

Covol Fuels No. 4, LLC, a Utah limited liability company

Covol Fuels No. 5, LLC, a Utah limited liability company

Headwaters CTL, LLC, a Utah limited liability company

Environmental Technologies Group, LLC, a Utah limited liability company

Headwaters Ethanol Operators, LLC, a Utah limited liability company

HES Ethanol Holdings, LLC, a Utah limited liability company

Headwaters Plant Services, Inc., a Utah corporation

Covol Fuels Alabama No. 3, LLC, a Utah limited liability company

Covol Fuels Alabama No. 4, LLC, a Utah limited liability company

Covol Fuels Alabama No. 5, LLC, a Utah limited liability company

Covol Fuels Alabama No. 7, LLC, a Utah limited liability company

Covol Fuels Rock Crusher, LLC, a Utah limited liability company

Covol Fuels Chinook, LLC, a Utah limited liability company

FlexCrete Building Systems, L.C. , a Utah limited liability company

HCM Louisiana, LLC, a Utah limited liability company

Headwaters Clean Carbon Services LLC, a Utah limited liability company

EX-5.4 3 a14-4664_1ex5d4.htm EX-5.4

Exhibit 5.4

WEGMAN

HESSLER &

VANDERBURG

Legal Professional Association

6055 Rockside Woods Boulevard, Suite 200

Cleveland, OH 44131

Telephone: (216) 642-3342

Facsimile: (216) 642-8826

www.wegmanlaw.com

May 22, 2014

Headwaters Incorporated

10701 S. River Front Parkway, Ste 300

South Jordan, UT 84095

Re: Amendment No. 1 and Amendment No. 2 to Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as special counsel in the State of Ohio to Dutch Quality Stone, Inc., an Ohio corporation (“Dutch”), and Stonecraft Manufacturing, LLC, an Ohio limited liability company (“Stonecraft”) (Dutch and Stonecraft each an “Ohio Guarantor” and collectively the “Ohio Guarantors”) in connection with (i) the Registration Statement on Form S-4 (the “Registration Statement”) filed by Headwaters Incorporated, a Delaware corporation (the “Issuer”), the Ohio Guarantors and the other registrant guarantors named therein with the Securities and Exchange Commission under the Securities Act of 1933, (ii) that certain Amendment No. 1 to the Registration Statement and (iii) that certain Amendment No. 2 to the Registration Statement relating to the issuance by the Issuer of up to $150,000,000 aggregate principal amount of 71/4% Senior Notes due 2019 (the “Exchange Notes”) and the issuance by the Ohio Guarantors and other guarantors of the guarantees (each a “Guaranty” and collectively, the “Guaranties”) with respect to the Exchange Notes. The Exchange Notes and the Guaranties will be issued pursuant to an Indenture dated as of December 10, 2013 (the “2013 Indenture”), among the Issuer, the Ohio Guarantors, the other guarantors party thereto and Wilmington Trust, National Association, as Trustee. The terms of the Guaranties and any capitalized terms used but not defined herein are contained in the 2013 Indenture. At your request, this opinion is being provided to you.

In rendering the opinions hereinafter set forth, we have examined and relied on the original, or a copy, certified or otherwise, represented to us to be an execution copy thereof, of each of the following documents:

(a) the 2013 Indenture;

(b) a copy of the Articles of Incorporation of Dutch and a copy of the Articles of Organization of Stonecraft, each filed with the Secretary of State of Ohio (collectively the “Articles”);

(c) a copy of the Code of Regulations of Dutch and a copy of the Operating Agreement of Stonecraft (collectively the “Bylaws”);

(d) Written Consent of the Sole Director of Dutch dated December 5, 2013 and Written Consent of the Sole Manager of Stonecraft dated December 5, 2013;

(e) Secretary’s Certificate of the Ohio Guarantors dated December 10, 2013; and

(f) Certificate of Good Standing as to Dutch issued by the Ohio Secretary of State on December 2, 2013 and Certificate of Good Standing as to Stonecraft issued by the Ohio Secretary of State on December 2, 2013 (collectively the “Good Standing Certificates”).

In our examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. As to questions of fact not independently verified by us we have relied, with your permission, to the extent we deemed appropriate, upon representations and certificates of officers of each of the Ohio Guarantors, public officials and other appropriate persons including, but not limited to, the Secretary’s Certificate of the Ohio Guarantors dated May 22, 2014 (the “Certificates”).

We are qualified to practice law in the State of Ohio and we do not purport to be experts on any laws other than the laws of the State of Ohio and the Federal laws of the United States. In connection with our opinions expressed in paragraphs 1 and 2 below, we have exclusively relied, with your permission, upon the Good Standing Certificates of the Secretary of the State of Ohio. We do not purport to be experts on the laws of any countries other than the United States and provide no opinion with regard thereto, or the laws of any state other than the State of Ohio.

We do not purport to be experts relating to the securities laws of the State of Ohio and we provide no opinion with regard thereto. Moreover, we do not purport to be experts relating to the securities laws of the United States, including, but not limited to, the Securities Act of 1933, as amended (“Securities Act”) and all regulations and rules enacted and promulgated thereunder (including, but not limited to Regulation S and Rule 144A under the Securities Act) and/or the Exchange Act of 1934, as amended (“Exchange Act”) and all regulations and rules promulgated thereunder, and we provide no opinion with regard thereto. Further, we provide no opinion regarding whether the Exchange Notes are exempt from registration under the securities laws and Blue Sky laws of the State of Ohio, the Securities Act and all regulations and rules enacted and promulgated thereunder and the Exchange Act as amended and all regulations and rules promulgated thereunder and/or all other securities laws of the United States.

We have neither examined nor requested an examination of the indices or records of any court or governmental or other agency, authority, instrumentality or entity, nor have we made inquiry of any person or entity, except as expressly set forth in this opinion. In addition, we have not independently verified or investigated the accuracy or completeness of any factual information and, because the scope of our examination did not include such verification, we assume no responsibility for the accuracy or completeness of any such information. In all

instances where any opinion herein is qualified “to our knowledge” or that “we have no knowledge”, we have relied, with your permission, solely on the Certificates and the absence of any contrary knowledge by the attorneys of our firm and we have not made (nor do we acknowledge any duty to make) any independent or other investigation with respect thereto, although nothing has come to our attention that leads us to question the accuracy or completeness of such representations or the Certificates.

Subject to the foregoing assumptions and qualifications and as further set forth below, we are of the opinion that:

1. Dutch is a corporation duly formed, validly existing and in good standing under the laws of the State of Ohio, and has the corporate power and authority to execute and deliver the 2013 Indenture and perform its obligations thereunder.

2. Stonecraft is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Ohio, and has the requisite power and authority to execute and deliver the 2013 Indenture and perform its obligations thereunder.

3. Each Ohio Guarantor has taken all necessary corporate and/or limited liability company action, as applicable, to authorize the execution, delivery and performance by each Ohio Guarantor of the 2013 Indenture, and the execution, delivery and performance of the 2013 Indenture, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary and proper action under the Articles and Bylaws of each such Ohio Guarantor.

4. The execution and delivery of the Guaranty by each Ohio Guarantor has been duly authorized by each Ohio Guarantor.

5. Except as set forth herein regarding compliance with securities laws for which we are not providing any opinion related thereto, no consent or authorization of, approval by, notice to, filing with or other act by or in respect of, any governmental body, agency or official of the State of Ohio is required by any Ohio Guarantor solely as a result of the execution, delivery or performance by such Ohio Guarantor of the 2013 Indenture. Notwithstanding the foregoing, we provide no opinion regarding the securities laws of the State of Ohio, the Securities Act and all regulations and rules enacted and promulgated thereunder, the Exchange Act and all regulations and rules promulgated thereunder, other securities laws of the United States and/or with respect to filings, registrations or exemptions under the Securities and Exchange Commission or State of Ohio securities authorities.

6. Except as set forth herein regarding compliance with securities laws for which we are not providing any opinion related thereto, the execution and delivery by each Ohio Guarantor of the 2013 Indenture to which each Ohio Guarantor is a party, the performance of the obligations of each Ohio Guarantor thereunder and the consummation of the transactions contemplated thereby, (a) do not and will not violate the laws (including rules, regulations and

executive orders thereunder) of the State of Ohio, and (b) do not and will not violate the Articles or Bylaws of such Guarantor.

The foregoing opinions are subject to the following and further assumptions, exceptions, qualifications and limitations:

(a) Our opinions concerning the 2013 Indenture and/or the Guaranties executed by the Ohio Guarantors (collectively the “Transaction Documents”) and any of the rights granted to any other party (collectively the “Other Parties”) to the Transaction Documents are subject to and affected by (i) bankruptcy, avoidance, insolvency, reorganization, moratorium and other laws affecting the rights and remedies of creditors generally including, without limitation, all statutory and other laws relating to fraudulent conveyances, and (ii) general principles of equity (regardless of whether the enforceability of such rights is considered in a proceeding in equity or at law).

(b) We express no opinion as to the title of ownership of the collateral contemplated as security by the Transaction Documents, nor the priority of the security interest in such collateral, as contemplated by the Transaction Documents.

(c) We understand that you have considered the applicability of fraudulent transfer laws to the transactions contemplated by the Transaction Documents, including the “upstream” subsidiary Guarantees of the Ohio Guarantors, as to which laws we express no opinion, and you have satisfied yourself with respect thereto.

We bring to your attention the fact that our legal opinions are an expression of professional judgment and are not a guarantee of a result. We do not undertake to advise you of matters which may come to our attention subsequent to the date hereof which may effect our legal opinions expressed herein. This letter does not constitute a waiver of any matters subject to the attorney-client privilege as relates to each Ohio Guarantor.

We understand that you will rely as to matters of Ohio law, as applicable, upon this opinion in connection with the matters set forth herein. In addition, we understand that Pillsbury Winthrop Shaw Pittman LLP (“Pillsbury”) will rely as to matters of Ohio law, as applicable, upon this opinion in connection with an opinion to be rendered by Pillsbury on the date hereof relating to the Ohio Guarantors. In connection with the foregoing, we hereby consent to your and Pillsbury’s relying as to matters of Ohio law, as applicable, upon this opinion.

The opinions expressed herein are as of the date hereof (and not as of any other date), and we make no undertaking to amend or supplement such opinions as facts and circumstances come to our attention or changes in the law occur, in each case after the date of effectiveness of Amendment No. 2 to the Registration Statement, which could affect such opinions.

	Very truly yours,


	/s/ WEGMAN, HESSLER & VANDERBURG

EX-5.5 4 a14-4664_1ex5d5.htm EX-5.5

Exhibit 5.5

Mail	PO Box 100200 (29202)	www.rtt-law.com
	220 Executive Center Dr, Suite 109	Stuart M. Lee	Tel 803-771-7900
	Columbia, South Carolina 29210	slee@rtt-law.com	Fax 803-744-3562

May 22, 2014

Headwaters Incorporated

10701 South River Front Parkway, Suite 300

South Jordan, UT 84095

Re: Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as special South Carolina counsel to Atlantic Shutter Systems, Inc., a South Carolina corporation (the “Company”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by Headwaters Incorporated., a Delaware corporation (the “Issuer”), the Company and the other registrant guarantors named therein with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the issuance by the Issuer of up to $150,000,000 aggregate principal amount of 7¼% Senior Notes due 2019 (the “Exchange Notes”) and the issuance by the Company and other guarantors of the guarantees (each a “Guaranty” and collectively, the “Guaranties”) with respect to the Exchange Notes. The Exchange Notes and the Guaranties will be issued pursuant to an indenture dated as of December 10, 2013 the “Indenture”), among the Issuer, the Company, the other guarantors party thereto and Wilmington Trust National Association, as trustee. The terms of the Guaranties and any capitalized terms used but not defined herein are contained in the Indenture. At your request, this opinion is being provided to you.

In arriving at the opinions expressed below, we have examined and relied on the original, or a copy, certified or otherwise, represented to us to be an execution copy thereof, of each of the following documents:

(a) the Indenture;

(b) a copy of the Articles of Incorporation of the Company filed with the Secretary of State of South Carolina (“Articles”);

(d) Written Consent of the Sole Director of the Company dated December 5, 2013; and

(e) Certificate of Existence as to the Company issued by the South Carolina Secretary of State on January 31, 2014 (“Certificate”).

We have not reviewed any documents other than the documents listed in paragraphs (a) through (e) above. In particular, we have not reviewed any document (other than the documents listed in

paragraphs (a) through (e) above) that if referred to in or incorporated by reference into any document reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

With respect to all documents examined by us, we have assumed that (i) all signatures on documents examined by us are genuine, and (ii) all documents submitted to us as copies conform with the original copies of those documents.

For purposes of this opinion, we have assumed:

(i) except to the extent provided in paragraph 1 below, that each party to the documents examined by us has been duly created, organized or formed, as the case may be, and is validly existing in good standing under the laws of the jurisdiction governing its creation, organization or formation,

(ii) the legal capacity of each natural person who is a signatory to any of the documents examined by us,

(iii) except to the extent provided in paragraph 2 below, that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, and

(iv) that each of the documents examined by us has been delivered and exchanged among the respective parties following signing by the parties.

We have not participated in the preparation of any offering material relating to the Company and assume no responsibility for the contents of any such material.

This opinion is limited to the laws (including rules, regulations and orders thereunder) of the State of South Carolina (excluding the securities laws and blue sky laws of the State of South Carolina), as currently in effect, and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto (the “Applicable Law”). In rendering the opinions set forth herein, we express no opinion concerning (i) the creation, attachment, perfection or priority of any security interest, lien or other encumbrance, or (ii) the nature or validity of title to any property.

OPINIONS:

Based upon the foregoing, and upon an examination of such questions of law as we have considered necessary or appropriate, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we advise you that, in our opinion:

1. The Company is a corporation duly formed, validly existing and in “good standing” under the laws of the State of South Carolina, and has the corporate power and authority to execute and deliver the Indenture and perform its obligations thereunder. The phrase “good standing” holds no legal significance under the laws of the State of South Carolina. For the purposes of this opinion, “good standing” shall mean that as of the date of the Certificate, the

Company (a) has filed all reports due the South Carolina Secretary of State, (b) paid all fees, taxes and penalties due and owing to the South Carolina Secretary of State, (c) has not been administratively dissolved by administrative action of the State of South Carolina, (d) and that the Company has not filed Articles of Dissolution as of the date of the Certificate.

2. The Company has taken all necessary corporate action to authorize the execution, delivery and performance by it of the Indenture, and the execution, delivery and performance of the Indenture, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary and proper action under the Company’s Articles and Bylaws.

3. The Guaranty of the Company has been duly authorized and issued by the Company.

4. No consent or authorization of, approval by, notice to, filing with or other act by or in respect of, any South Carolina governmental authority under Applicable Law is required by the Company solely as a result of the execution, delivery or performance by the Company of the Indenture.

5. The execution and delivery by the Company of the Indenture, the performance of its obligations thereunder and the consummation of the transactions contemplated thereby, (a) do not and will not violate, or constitute a default under, any Applicable Law, and (b) do not and will not violate its Articles or Bylaws.

ASSUMPTIONS & QUALIFICATIONS:

The foregoing opinions are subject to the following assumptions, exceptions, qualifications and limitations:

(a) Our opinions in paragraph 1 above as to the valid existence and good standing of the Company is based solely upon our review of the Certificate.

(d) Enforceability of the Guaranty may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar state or federal debtor relief laws from time to time in effect and which affect the enforcement of creditors’ rights or the collection of debtors’ obligations in general, (ii) general principles of equity, the application of which may deny the holder certain of the rights and remedies granted to it under the Guaranty, including the rights to specific performance, injunctive relief and the appointment of a receiver, and (iii) general principles of commercial reasonableness and good faith to the extent required of the holder by applicable law;

(e) Certain remedies, waivers and other provisions of the Guaranty may not be enforceable, but such unenforceability will not render the Guaranty invalid as a whole or preclude the judicial enforcement of the obligation of Guarantor to repay such principal and interest as provided in the Guaranty. Provisions that may be unenforceable due to public policy

concerns may include, but are not limited to, issues related to the waiver of procedural, substantive or constitutional rights or other legal or equitable rights, including, without limitation, and the right of statutory or equitable redemption; the confession or consent to any judgment; the consent by Guarantor to the jurisdiction of any court or to service of process in any particular manner; forum selection clauses; disclaimers or limitations of liabilities; discharges of defenses; the exercise of self-help or other remedies without judicial process; and the waiver of accountings for rent or sale proceeds.

(f) We express no opinion as to the enforceability of any provisions of any of the Guaranty which impose liquidated damages, penalties, forfeitures, or that appoint holder or others as the agent or attorney-in-fact for Guarantor.

We understand that you will rely as to matters of South Carolina law, as applicable, upon this opinion in connection with the matters set forth herein. In addition, we understand that Pillsbury Winthrop Shaw Pittman LLP (“Pillsbury”) will rely as to matters of South Carolina law, as applicable, upon this opinion in connection with an opinion to be rendered by it on the date hereof relating to the Company. In connection with the foregoing, we hereby consent to your and Pillsbury’s relying as to matters of South Carolina law, as applicable, upon this opinion.

The opinions expressed herein are as of the date hereof (and not as of any other date), and we make no undertaking to amend or supplement such opinions as facts and circumstances come to our attention or changes in the law occur, in each case after the date of effectiveness of the Registration Statement, which could affect such opinions.

Except as otherwise provided herein, this opinion may not be used, quoted from or relied upon by any other person without our prior written consent, except that you or a holder of the Exchange Notes may deliver copies of this opinion to (a) independent auditors, accountants, attorneys and other professionals acting on behalf of you or a holder of the Exchange Notes, (b) governmental agencies having regulatory authority over you or a holder of the Exchange Notes, (c) designated persons pursuant to an order or legal process of any court or governmental agency, (d) prospective purchasers of the Exchange Notes and (e) any statistical rating agency which provides a rating on securities backed in part by the Exchange Notes.

	Very truly yours,

	ROGERS TOWNSEND AND THOMAS, PC


	/s/ Stuart M. Lee

SML/ram

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