-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QoLke4sOkZI1/o4Uh1gkv19ngNJEEfZIWINOo7XCc0bVbrkN7DWhsZ/TJpufzwDN bB4KqzKkC/ffZ4dOXniMfg== 0001188112-07-003555.txt : 20071207 0001188112-07-003555.hdr.sgml : 20071207 20071207160439 ACCESSION NUMBER: 0001188112-07-003555 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071207 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071207 DATE AS OF CHANGE: 20071207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BEAZER HOMES USA INC CENTRAL INDEX KEY: 0000915840 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 582086934 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12822 FILM NUMBER: 071292694 BUSINESS ADDRESS: STREET 1: 5775 PEACHTREE DUNW00DY RD STREET 2: STE B 200 CITY: ATLANTA STATE: GA ZIP: 30342 BUSINESS PHONE: 4042503420 MAIL ADDRESS: STREET 1: 5775 PEACHTREE DUNWOODY RD STREET 2: STE C-200 CITY: ATLANTA STATE: GA ZIP: 30342 8-K 1 t61191_8k.htm FORM 8-K t61191_8k.htm


UNITED STATES
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: December 7, 2007

BEAZER HOMES USA, INC.
(Exact name of registrant as specified in its charter)


DELAWARE
001-12822
54-2086934
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)

1000 Abernathy Road, Suite 1200
Atlanta Georgia 30328
(Address of Principal
Executive Offices)


(770) 829-3700
(Registrant's telephone number, including area code)

None
(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:

o  
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o  
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o  
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 5.04
Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

Due to the inability of Beazer Homes USA, Inc. (the “Company”) to timely file its Annual Report on Form 10-K for the fiscal year ended September 30, 2007 (the “2007 Form 10-K”), the Company believes that the Registration Statement on Form S-8 which registers plan interests and shares of the Company’s common stock that are acquired pursuant to the Company’s 401(k) Plan (the “401(k) Plan”) is not presently available for use and, therefore, that investments in the Company common stock fund pursuant to the 401(k) Plan should be temporarily suspended.  Accordingly, a blackout period will be in effect under the 401(k) Plan during which 401(k) Plan participants will be unable to direct investments into the Company common stock fund under the 401(k) Plan.  This blackout period will begin on December 7, 2007 at 4:00 p.m., Eastern Standard Time, and will end at 4:00 p.m., Eastern Standard Time, on the date determined by the Company’s Compensation Committee, which is currently anticipated to be on or around the date the Company’s 2007 Form 10-K is filed with the Securities and Exchange Commission.  It is not presently known when the 2007 Form 10-K will be filed.
 
Pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR under the Securities and Exchange Act of 1934, as amended, on December 7, 2007 the Company sent notices to its directors and executive officers notifying them of the existence of the blackout period under the 401(k) Plan, a copy of which is filed herewith as Exhibit 99.1.
 
Information concerning beginning and ending dates of the blackout period may be obtained, without charge, by contacting the Company’s Acting General Counsel, Peggy Caldwell, at 1000 Abernathy Road, Suite 1200, Atlanta, Georgia 30328; telephone (770) 829-3700.
 

Item 9.01
Financial Statements and Exhibits
   
(d)
Exhibits
   
99.1
Notice of Blackout Period, dated December 7, 2007.


 
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.


   
BEAZER HOMES USA, INC.
         
         
         
Date: December 7, 2007
 
By:
/s/Allan P. Merrill
 
     
Allan P. Merrill
 
     
Executive Vice President and
 
     
Chief Financial Officer
 
EX-99.1 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm

Exhibit 99.1

NOTICE OF BLACKOUT PERIOD
 
 
To:
Directors and Executive Officers of Beazer Homes USA, Inc.
   
Re:
Notice of Imposition of Blackout Period and Prohibition on Transactions in Company Stock
   
Date:
December 7, 2007

 
This notice is to inform you, as a director or executive officer of Beazer Homes USA, Inc. (the “Company”), that the Company’s 401(k) Plan (the “401(k) Plan”) will be subject to a “blackout period” during which 401(k) Plan participants will be unable to direct investments into the Company common stock fund under the 401(k) Plan.  This blackout period is due to the present unavailability of the Registration Statement on Form S-8 which registers plan interests and shares of Company common stock that are acquired under the 401(k) Plan as a result of the inability of the Company to timely file its Annual Report on Form 10-K for the fiscal year ended September 30, 2007 (the “2007 Form 10-K”).  The blackout period will begin on December 7, 2007 at 4:00 p.m., Eastern Standard Time, and will end at 4:00 p.m., Eastern Standard Time, on the date determined by the Company’s Compensation Committee, which is currently anticipated to be on or about the date the Company’s 2007 Form 10-K is filed with the Securities and Exchange Commission.  It is not presently known when the 2007 Form 10-K will be filed.  You will be promptly notified in writing when the blackout period ends.
 
Pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and Regulation BTR under the Securities Exchange Act of 1934, as amended, you are prohibited from directly or indirectly purchasing, selling or otherwise acquiring or transferring any shares of Company common stock, including pursuant to the exercise or grant of options to acquire common stock, or other derivative securities, during the 401(k) Plan blackout period.  This trading restriction bars you from trading within the 401(k) Plan, as well as trading outside the 401(k) Plan, and it is in addition to the current trading restrictions established pursuant to the Company’s insider trading policy.
 
The Company has determined that it was unable to give advance notice of the blackout period due to events that were unforeseeable and beyond its control.  Accordingly, the Company is providing this notice as soon as reasonably possible under the circumstances.
 
If you have any questions concerning this notice, the blackout period, when the blackout period will end or the transactions affected by the blackout period, please contact Peggy Caldwell, the Company’s Acting General Counsel, at 1000 Abernathy Road, Suite 1200, Atlanta, Georgia 30328; telephone (770) 829-3700.
 

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