8-K

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): June 20, 2006

Headwaters Incorporated

(Exact name of registrant as specified in its charter)

Delaware	001-32459	87-0547337
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

10653 South River Front Parkway, Suite 300 South Jordan, UT	84095
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (801) 984-9400

Not Applicable

(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:

Notes Offering. As described in more detail in Exhibit 99.1 attached hereto, Headwaters announced the commencement of a private offering of $150 million of its senior subordinated notes due 2016.

Item 9.01: Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release announcing commencement of a private offering of $150 million of senior subordinated notes.

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: June 20, 2006

HEADWATERS INCORPORATED (Registrant)
By	/s/    Kirk A. Benson
	Kirk A. Benson Chief Executive Officer (Principal Executive Officer)

EXHIBITS

99.1 Press release announcing commencement of a private offering of $150 million of senior subordinated notes.

EX-99.1

Exhibit 99.1

HEADWATERS INCORPORATED ANNOUNCES PROPOSED OFFERING OF $150 MILLION OF SENIOR SUBORDINATED NOTES

SOUTH JORDAN, UTAH, JUNE 20, 2006 — HEADWATERS INCORPORATED (NYSE: HW) announced today it intends to offer, subject to market and other conditions, $150 million of senior subordinated notes in a private placement to qualified institutional buyers pursuant to exemptions from the registration requirements of the Securities Act of 1933. The notes will mature in 2016 and will bear interest at a rate to be determined.

Headwaters intends to use all of the net proceeds from the offering to repay a portion of its senior secured credit facility.

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The notes and the related subsidiary guarantees have not been registered under the Securities Act of 1933 or applicable state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

Except for the historical information contained herein, the matters set forth in this press release, such as statements as to the expected use of net proceeds, are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including market and other conditions that may affect Headwaters’ ability to complete the proposed offering and other risks detailed from time to time in Headwaters’ SEC reports. Headwaters disclaims any intent or obligation to update these forward-looking statements.