SC TO-I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 to

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

HEADWATERS INCORPORATED

(Name of Subject Company (Issuer))

HEADWATERS INCORPORATED

(Name of Filing Person (Offeror))

2-7/8% Convertible Senior Subordinated Notes due 2016	42210PAA0 and 42210PAB8
(Title of Class of Securities)	(CUSIP Numbers of Class of Securities)

Kirk A. Benson

Chief Executive Officer and Chairman of the Board of Directors

Headwaters Incorporated

10653 South River Front Parkway, Suite 300

South Jordan, UT 84095

(801) 984-9400

(Name, address, and telephone numbers of person authorized to

receive notices and communications on behalf of filing persons)

Copies to:

Linda C. Williams, Esq.

Pillsbury Winthrop Shaw Pittman LLP

50 Fremont Street

San Francisco, CA 94105

(415) 983-1000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$71,800,000	$4,006.44

* The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the purchase of the $71.8 million in aggregate principal amount outstanding of 2-7/8% Convertible Senior Subordinated Notes due 2016 at the offer price of $1,000 per $1,000 principal amount.

** $55.80 per million dollars of transaction value, in accordance with Rule 0-11(b) and Fee Rate Advisory No. 5 for fiscal year 2009. Previously paid.

¨ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	Not applicable.
Form or Registration No.:	Not applicable.
Filing party:	Not applicable.
Date filed:	Not applicable.

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨ Rule 13d-4(i) (Cross-Border Issuer Tender Offer)

¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

INTRODUCTORY STATEMENT

This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the United States Securities and Exchange Commission (the “SEC”) by Headwaters Incorporated, a Delaware corporation (“Headwaters” or the “Company”), on September 24, 2009 (the “Schedule TO”) in connection with Headwaters’ offer to purchase for cash any and all of Headwaters’ $71.8 million aggregate principal amount outstanding of 2-7/8% Convertible Senior Subordinated Notes due 2016 (the “Notes”) at a price of $1,000 per $1,000 in principal amount (the “Offer”). Tendering holders of Notes that are accepted for purchase will also receive accrued and unpaid interest on the Notes from the last interest payment date to, but excluding, the date of payment, as described in the Offer to Purchase, dated September 24, 2009 (the “Offer to Purchase”). Headwaters’ offers are being made upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, copies of which are attached to this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively (which together, as amended or supplemented from time to time, constitute the “Offer”). Headwaters has extended the Offer to 5:00 p.m., New York City time on October 27, 2009, unless extended (such time and date, as it may be extended, the “Expiration Date”).

Except as provided herein, this Amendment does not alter the terms and conditions previously set forth in the Schedule TO, and should be read in conjunction with the Schedule TO, including all exhibits filed therewith.

This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended.

All of the information set forth in the Offer to Purchase and the related Letter of Transmittal is hereby expressly incorporated by reference in answer to all items in this Schedule TO, and as more particularly set forth below:

ITEM 1. SUMMARY TERM SHEET.

The information set forth in the Offer to Purchase is hereby amended and supplemented as follows:

On October 21, 2009, Headwaters issued a press release announcing an extension of the tender offer until 5:00 p.m., New York City time, on October 27, 2009. All references to “Expiration Date” shall be 5:00 p.m., New York City time on October 27, 2009, unless extended. A copy of the press release is attached hereto as Exhibit (a)(5)(ii) and is incorporated herein by reference.

ITEM 4. TERMS OF THE TRANSACTION.

Item 4 of the Schedule TO is hereby amended and supplemented by incorporating by reference the information contained in Item 1 above.

ITEM 12. EXHIBITS.

The Index to Exhibits appearing after the signature page is incorporated herein by reference.

2

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to Schedule TO is true, complete and correct.

	HEADWATERS INCORPORATED
By	/S/    KIRK A. BENSON
	Kirk A. Benson
	Chief Executive Officer

Date: October 21, 2009

Index to Exhibits

Exhibit Number	Description
(a)(1)(i)*	Offer to Purchase, dated September 24, 2009.
(a)(1)(ii)*	Form of Letter of Transmittal.
(a)(1)(iii)*	IRS Form W-9.
(a)(5)(i)*	Press Release, dated September 24, 2009.
(a)(5)(ii)	Press Release, dated October 21, 2009.
(d)(1)	Indenture dated as of June 1, 2004, between Headwaters Incorporated and Wilmington Trust FSB, a federal savings bank, as Trustee (incorporated by reference to the indicated exhibit filed with Headwaters’ Current Report on Form 8-K/A filed with the SEC on December 7, 2004).
(d)(2)	Registration Rights Agreement, dated as of June 1, 2004, by and among Headwaters Incorporated and Morgan Stanley & Co. (incorporated by reference to the indicated exhibit filed with the Company’s Registration Statement on Form S-3 filed with the SEC on July 20, 2004).
(d)(3)	Indenture, dated as of January 22, 2007, between the Company, as issuer, and Wilmington Trust FSB, a federal savings bank, as Trustee (incorporated by reference to the indicated exhibit filed with the Company’s Current Report on Form 8-K filed with the SEC on January 22, 2007).
(d)(4)	Indenture, dated as of December 19, 2008, between the registrant and Wilmington Trust FSB, a federal savings bank, as Trustee (incorporated by reference to the indicated exhibit filed with Headwaters’ Current Report on Form 8-K, filed with the SEC on December 22, 2008).
(d)(5)	Registration Rights Agreement, dated as of December 19, 2008, among Headwaters and the investors named therein (incorporated by reference to the indicated exhibit filed with Headwaters’ Current Report on Form 8-K filed with the SEC on December 22, 2008).
(d)(6)	Indenture, dated as of March 30, 2009, between Headwaters and Wilmington Trust FSB, a federal savings bank, as Trustee (incorporated by reference to the indicated exhibit filed with Headwaters’ Current Report on Form 8-K filed with the SEC on April 3, 2009).
(d)(7)	Registration Rights Agreement, dated as of March 30, 2009, between Headwaters and the investors named therein (incorporated by reference to the indicated exhibit filed with Headwaters’ Current Report on Form 8-K filed with the SEC on April 3, 2009).
(d)(8)	Headwaters Incorporated Amended and Restated Long Term Incentive Compensation Plan (incorporated by reference to the indicated exhibit filed with Headwaters’ Quarterly Report on Form 10-Q, filed with the SEC on May 7, 2009).
(d)(9)	1995 Stock Option Plan (incorporated by reference to the indicated exhibit filed with Headwaters’ Registration Statement on Form 10, filed February 26, 1996).
(d)(10)	First Amendment to 1995 Stock Option Plan (incorporated by reference to Exhibit 10.5.1 filed with Headwaters’ Registration Statement on Form 10, filed February 26, 1996).
(d)(11)	2002 Stock Incentive Plan (incorporated by reference to the indicated exhibit filed with Headwaters’ Annual Report on Form 10-K, for the fiscal year ended September 30, 2004).
(d)(12)	2003 Stock Incentive Plan (incorporated by reference to the indicated exhibit filed with Headwaters’ Quarterly Report on Form 10-Q, for the quarter ended December 31, 2002).
(d)(13)	Form of Lock Up Agreement (incorporated by reference to Exhibit C to Exhibit 1.1 filed with the Company’s Current Report on Form 8-K filed with the SEC on September 17, 2009).

* Previously filed with the Schedule TO

EX-99.(A)(5)(II)

Exhibit (a)(5)(ii)

N E WS   B U L L E T I N	RE: Headwaters Incorporated
	10653 S. River Front Parkway, Suite 300
	South Jordan, UT 84095
	Phone: (801) 984-9400
	NYSE: HW
FOR FURTHER INFORMATION AT THE COMPANY: Sharon Madden Vice President of Investor Relations (801) 984-9400	ANALYST CONTACT: Tricia Ross Financial Profiles (916) 939-7285

IMMEDIATE RELEASE:

OCTOBER 21, 2009

HEADWATERS INCORPORATED EXTENDS TENDER

OFFER FOR CONVERTIBLE DEBT

SOUTH JORDAN, UTAH, OCTOBER 21, 2009 (NYSE: HW) – HEADWATERS INCORPORATED announced today that it has extended the expiration date for its previously commenced cash tender offer for any and all of its outstanding 2-7/8% Convertible Senior Subordinated Notes due 2016 (CUSIP Nos. 42210PAA0 and 42210PAB8) (the “notes”).

The tender offer was previously scheduled to expire at 12:00 midnight, New York City time, on October 22, 2009. As amended, the tender offer will expire at 5:00 p.m., New York City time on October 27, 2009, unless extended. Tenders of notes must be made on or prior to the expiration of the tender offer and notes may be withdrawn at anytime on or prior to the expiration of the tender offer. As of the close of business on October 20, 2009, approximately $26.9 million aggregate principal amount of notes had been tendered.

The tender offer is contingent upon the satisfaction of certain conditions. The complete terms and conditions of the tender offer are set forth in Headwaters’ offer to purchase and Schedule TO filed on September 24, 2009 with the U.S. Securities and Exchange Commission. Except as described in this press release, the terms of the tender offer remain the same as set forth in the offer to purchase and Schedule TO.

Headwaters has engaged Deutsche Bank Securities Inc. to act as dealer manager for the tender offer, Morrow & Co, LLC to act as information agent for the tender offer and Wilmington Trust FSB to serve as depositary for the tender offer. Requests for copies of the offer to purchase, letter of transmittal and other related documents can be directed to Morrow & Co, LLC by calling (203) 658-9400 (banks and brokerage firms) or 1-800- 662-5200 (all others toll free). Questions regarding the tender offer may be directed to Deutsche Bank Securities Inc. at (800) 503-4611 (toll free).

None of Headwaters, its board of directors, the dealer manager, the information agent or the depositary makes any recommendation to any holder of notes as to whether to tender or refrain from tendering notes in the tender offer. Headwaters has not authorized any person to make any recommendation with respect to the tender offer. Holders of notes must decide whether to tender their notes and, if so, the principal amount to tender. In doing so, holders of notes should carefully evaluate all of the information in the offer to purchase and the related letter of transmittal before making any decision with respect to the tender offer and should consult their own investment and tax advisors.

This press release is for informational purposes only and is neither an offer to buy nor the solicitation of an offer to sell, any securities. The full details of the tender offer, including complete instructions on

how to tender the notes, are included in the offer to purchase, the letter of transmittal and related documents. Holders of notes should read carefully the offer to purchase, the letter of transmittal and other related documents because they contain important information. Holders of notes may obtain free copies of the offer to purchase, the letter of transmittal and other related documents which have been filed with the SEC at the SEC’s website at www.sec.gov. In addition, holders may also obtain a copy of these documents, free of charge, from Morrow & Co., LLC, the information agent for the tender offer.

About Headwaters Incorporated

Headwaters Incorporated’s vision is to improve sustainability by transforming underutilized resources into valuable products. Headwaters is a diversified growth company providing products, technologies and services to the energy, construction and home improvement industries. Through its energy, coal combustion products, and building products businesses, the Company earns a revenue stream that helps to provide the capital to expand and acquire synergistic new business opportunities.

Forward Looking Statements

Certain statements contained in this press release are forward-looking statements within the meaning of federal securities laws and Headwaters intends that such forward-looking statements be subject to the safe-harbor created thereby. Forward-looking statements include Headwaters’ expectations as to the managing and marketing of coal combustion products, the production and marketing of building materials and products, the production and marketing of cleaned coal, the production and marketing of hydrogen peroxide, the licensing of resid hydrocracking technology and catalyst sales to oil refineries, the availability of refined coal tax credits, the development, commercialization, and financing of new technologies and other strategic business opportunities and acquisitions, and other information about Headwaters. Such statements that are not purely historical by nature, including those statements regarding Headwaters’ ability to repurchase all of the notes, Headwaters’ future business plans, the operation of facilities, the availability of feedstocks, and the marketability of the coal combustion products, building products, cleaned coal, hydrogen peroxide, catalysts, and the availability of tax credits, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding future events and our future results that are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of our management. Actual results may vary materially from such expectations. Words such as “may,” “should,” “intends,” “plans,” “expects,” “anticipates,” “targets,” “goals,” “projects,” “believes,” “seeks,” “estimates,” or variations of such words and similar expressions, or the negative of such terms, may help identify such forward-looking statements. Any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances, are forward-looking. In addition to matters affecting the coal combustion products, building products, and energy industries or the economy generally, factors that could cause actual results to differ from expectations stated in forward-looking statements include, among others, among others, the factors described in the “Risk Factors” section in Exhibit 99.2 of each of our Current Reports on Form 8-K filed September 17, 200 and October 13, 2009.

Although Headwaters believes that its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that our results of operations will not be adversely affected by such factors. Unless legally required, we undertake no obligation to revise or update any forward-looking statements for any reason. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Our internet address is www.headwaters.com. There we make available, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our reports can be accessed through the investor relations section of our web site.

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