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: March 21, 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 1.02               Termination of a Material Definitive Agreement

Item 5.02                                           Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On March 21, 2007, Beazer Homes USA, Inc. issued a press release announcing the resignation of James O’Leary, Executive Vice President and Chief Financial Officer, effective March 23, 2007.  Mr. O’Leary is leaving the Company to become President and Chief Executive Officer of Kaydon Corporation, where he has been a member of the Board of Directors since 2005.  For further information, please refer to the press release attached hereto as exhibit 99.1.

As a result of his resignation, Mr. O’Leary’s amended and restated employment agreement dated September 1, 2004, first amendment to the amended and restated employment agreement dated February 3, 2006 and amended and restated supplemental employment agreement dated February 3, 2006 have terminated.  Mr. O’Leary’s employment agreements and related amendments were filed as exhibits to the Company’s Form 8-K filed with the Securities and Exchange Commission on September 1, 2004 and to the Company’s Form 10-Q for the quarter ended March 31, 2006 filed with the Securities and Exchange Commission on May 10, 2006 and are hereby incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits.

(d)  Exhibits

99.1

 

Press Release issued March 21, 2007.

 

2




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: March 22, 2007

By:

/s/ Ian J. McCarthy

 

 

Ian J. McCarthy

 

 

President and Chief Executive Officer

 

 

3



Exhibit 99.1

 

Press Release

 

For Immediate Release

 

Beazer Homes Announces Resignation of
Chief Financial Officer James O’Leary
O’Leary to Become President and CEO of Kaydon Corporation

ATLANTA, March 21, 2007 — Beazer Homes USA, Inc. (NYSE:  BZH) (www.beazer.com) announced the resignation today of James O’Leary, Executive Vice President and Chief Financial Officer, effective March 23, 2007.  Mr. O’Leary is leaving the Company to become President and Chief Executive Officer of Kaydon Corporation (NYSE:  KDN), where he has been a member of the Board of Directors since 2005.

Until a replacement is named, all corporate functions previously reporting to Mr. O’Leary will report directly to President and Chief Executive Officer, Ian J. McCarthy.  To assist with the transition, Mr. O’Leary has agreed to be available to the Company on an advisory basis until May 1, 2007.

“Jim has played a significant role in Beazer Homes’ success over the past five years and has been instrumental in numerous corporate initiatives aimed at profitable growth and maximizing shareholder value,” said Mr. McCarthy.  “While we will miss him and his broad business and financial experience, this is an excellent move for Jim, and one for which he is well-suited.  We wish him all the best as he moves on to this new opportunity.”

“I am extremely excited about the opportunities that lie ahead in assuming the leadership of Kaydon,” said Mr. O’Leary.  “However, the decision to leave Beazer Homes has been an extremely difficult one.  I appreciate the opportunities and experience Ian, Brian Beazer and our Board of Directors have provided for me.  I am also extremely grateful for the hard work and loyalty exhibited over the past five years by my many friends and coworkers at Beazer Homes, who will continue to make significant contributions to the success of the Company.”

Mr. O’Leary joined Beazer Homes in 2002 as Executive Vice President responsible for corporate development and supply chain and national purchasing initiatives, and was appointed Chief Financial Officer in 2003.  Prior to joining Beazer Homes, he was Chairman and Chief Executive Officer of the LCA Group, Inc., a global lighting subsidiary of U.S. Industries.

Beazer Homes USA, Inc., headquartered in Atlanta, is one of the country’s ten largest single-family homebuilders with operations in Arizona, California, Colorado, Delaware, Florida, Georgia, Indiana, Kentucky, Maryland, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas, Virginia and West Virginia and also provides mortgage origination and title services to its homebuyers.  Beazer Homes, a Fortune 500 company, is listed on the New York Stock Exchange under the ticker symbol “BZH.”

Contact:     Leslie H. Kratcoski, Vice President; (770) 829-3700; lkratcos@beazer.com