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): August 9, 2007

Headwaters Incorporated

(Exact name of registrant as specified in its charter)

Delaware	1-32459	87-0547337
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	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:

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 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 9, 2007, Scott K. Sorensen announced his intention to resign as Chief Financial Officer of Headwaters Incorporated (the “Company”) effective August 31, 2007.  Steven G. Stewart will become Headwaters’ Chief Financial Officer on September 4, 2007.  A copy of the Company’s press release announcing these changes is attached as exhibit 99.1.

The significant terms of Mr. Stewart’s employment arrangement, which will be subject to definitive documentation, are as follows:

·Annual salary of $297,254

·Participation in Headwaters’ Short-Term Incentive Bonus Plan

·Participation in future long term incentive programs

·Participation in other benefit plans available to Headwaters’ executives and employees, including medical, dental, vision, life, and disability insurance, as well as the Company’s 401(k) plan and the Employee Stock Purchase Plan

·Company vehicle

Mr. Stewart is also expected to enter into the Company’s Executive Change in Control Agreement.  The form of agreement was previously filed with the Securities and Exchange Commission as  Exhibit 99.17 to the Company’s Quarterly Report on Form 10-Q, for the quarter ended June 30, 2006.

The Company intends to enter into an indemnity agreement with Mr. Stewart, which provides, among other things, that the Company will indemnify him, under the circumstances and to the extent provided for in the agreement, for expenses, damages, judgments, fines and settlements he may be required to pay in actions or proceedings which he is or may be made a party to by reason of his position as an officer or other agent of the Company, and otherwise to the full extent permitted under Delaware law and the Company’s bylaws.

Mr. Stewart, 59, served as Headwaters’ Chief Financial Officer from July 1998 to September 2005, as Treasurer from October 2005 to March 2006, and as Director of Financial Affairs from April 2006 to August 2007. Mr. Stewart is currently serving as a member of the board of directors of BSD Medical Corporation (AMEX: BSM) where he serves on the audit committee.  Prior to his appointment as Chief Financial Officer of the Company, Mr. Stewart served as Vice President of Finance and Treasurer from April 1998 through July 1998. From October 1996 through March 1998, Mr. Stewart was a business assurance partner at PricewaterhouseCoopers LLP (formerly Coopers & Lybrand LLP), with primary responsibility for public companies operating in the high technology, mining and extractive industries. From January 1994 through September 1996, Mr. Stewart was self-employed. Prior to 1994, Mr. Stewart was an audit partner with Ernst & Young (formerly Arthur Young) and was the Salt Lake City office Director of High Technology and Entrepreneurial Services. Mr. Stewart graduated with a B.S. degree in accounting from Brigham Young University in 1973 and is a Certified Public Accountant.

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There is no arrangement or understanding between Mr. Stewart and any other person, pursuant to which Mr. Stewart is to be selected as an officer of the Company, that would require disclosure under Item 401(b) of Regulation S-K. Additionally, there is no family relationship between Mr. Stewart and any other person that would require disclosure under Item 401(d) of Regulation S-K. Mr. Stewart is not a party to any transactions that would require disclosure under Item 404(a) of Regulation S-K.

Item 9.01.               Financial Statements and Exhibits.

(d)	Exhibits.
	Exhibit 99.1:	Press release announcing resignation of Scott K. Sorensen and return of Steven G. Stewart as CFO

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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:            August 15, 2007

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

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EX-99.1

Exhibit 99.1

NEWS BULLETIN FROM:
RE: Headwaters Incorporated
10653 South River Front Parkway, Suite 300
South Jordan, UT 84095
(801) 984-9400
NYSE: HW

FOR FURTHER INFORMATION

AT THE COMPANY:	AT FINANCIAL RELATIONS BOARD:
Sharon Madden	Tricia Ross
Vice President of Investor Relations	Analyst Contact
(801) 984-9400	(213) 486-6540

FOR IMMEDIATE RELEASE:
August 15, 2007

HEADWATERS ANNOUNCES STEVEN G. STEWART’S
RETURN AS CHIEF FINANCIAL OFFICER

SOUTH JORDAN, UTAH, AUGUST 15, 2007 (NYSE: HW) — HEADWATERS INCORPORATED today announced that Scott K. Sorensen is resigning as Chief Financial Officer to pursue other interests. Mr. Sorensen is leaving Headwaters to become the Chief Financial Officer of a privately-held company. “I am leaving Headwaters at a time of strengthening performance,” said Scott Sorensen, “We surprised the market with our earnings and margins in the June quarter and I feel the performance of the Company is on target for a strong finish for year-end. My decision to leave Headwaters was driven by a unique professional opportunity that materialized in the last few weeks.”

“I have enjoyed working with Scott over the last two years,” said Kirk A. Benson, Chief Executive Officer. “Scott has brought a high level of professionalism to Headwaters and we wish him success in his next position.”

Mr. Sorensen will continue with Headwaters through the end of August. Effective September 4, 2007, Steven G. Stewart will return to his previous post as Chief Financial Officer.  Mr. Stewart served as CFO of Headwaters from July, 1998, until his retirement from that position in October, 2005.  Since then he has served as the Company’s Treasurer and has worked on special assignments.  “We are very pleased to have Steve return as our CFO,” said Kirk Benson, Chief Executive Officer.  “We are fortunate to have access to Steve’s experience and familiarity with Headwaters.  The fact that he is available and eager to return to this role is a great advantage to us.”

Prior to joining Headwaters, Mr. Stewart held various management positions with several of the “Big Four” international accounting firms, including 13 years as a partner.  “I am excited to be returning and look forward to playing an active role once again at Headwaters,” Mr. Stewart said.  “Over the past two years, I have observed, with great interest, the growth, success and challenges Headwaters has faced. My years spent at Headwaters, the challenges we overcame and the success we enjoyed, was by far, the pinnacle of my professional career successes. My

business associates at Headwaters are some of the finest people I have been privileged to know both personally and professionally. The opportunity to rejoin this management  group and work again side by side, as we face today’s challenges,  is something I look forward to with great excitement. With the support of my wife and family, I am physically and mentally ready to work with Kirk Benson and all of Headwaters’ employees, to take Headwaters into the next phase of  its successful future.”

About Headwaters Incorporated

Headwaters Incorporated is a world leader in creating value through innovative advancements in the utilization of natural resources. Headwaters is a diversified growth company providing products, technologies and services to the energy, construction and home improvement industries. Through its alternative energy, coal combustion products, and building materials businesses, the Company earns a growing revenue stream that provides the capital needed to expand and acquire synergistic new business opportunities.

Forward Looking Statements

Certain statements contained in this report 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 licensing of technology and chemical sales to alternative fuel facilities, the receipt of product sales, license fees and royalty revenues, which are subject to tax credit phase out risks,  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’ future business plans, the operation of facilities, the availability of tax credits in an environment of high oil prices and potential tax credit phase out, the availability of feedstocks, and the marketability of the coal combustion products, building products, and synthetic fuel, 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 “expects,” “anticipates,” “targets,” “goals,” “projects,” “believes,” “seeks,” “estimates,” variations of such words, and similar expressions are intended to 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 product, alternative fuel, and building products industries or the economy generally, factors which could cause actual results to differ from expectations stated in forward-looking statements include, among others, the factors described in the captions entitled “Forward-looking Statements” and “Risk Factors” in Item 7 in Headwaters’ Annual Report on Form 10-K for the fiscal year ended September 30, 2006, Quarterly Reports on Form 10-Q, and other periodic filings and prospectuses.

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 report. 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.