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: September 13, 2007
BEAZER
HOMES USA, INC.
(Exact
name of registrant as specified in its charter)
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DELAWARE
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001-12822
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54-2086934
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
8.01.
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Other
Events.
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As
previously disclosed, on September 10, 2007 the Company filed an Amended
Complaint For Declaratory Judgment And
Injunctive Relief in an action pending in the United States District
Court in
Atlanta, Georgia against the trustees under the indentures governing
the
Company’s outstanding senior and convertible senior notes (the “Action”). The
Company seeks, among other relief, a declaration from the court against
the
trustees that the delay in filing with the United States Securities and
Exchange
Commission (“SEC”) the Company’s Form 10-Q for the quarterly period ended June
30, 2007 does not constitute a default under the applicable indentures
and that
the delay will not give rise to any right of acceleration on the part
of the
holders of the senior and convertible senior notes.
On
September 13, 2007, the Company filed a Motion for a Preliminary Injunction
in
the Action (the “Motion”). The Motion seeks a preliminary injunction from the
court that: (1) orders the trustees to withdraw the purported Notices
of Default
received by the Company from the trustees under the applicable indentures
or, in
the alternative, tolls the running of the 60-day cure periods under the
applicable indentures; and (2) enjoins the trustees from taking any steps
in
furtherance of accelerating any amounts due under the indentures by reason
of
any delay by the Company in delivering to the trustees copies of SEC
filings,
pending full adjudication of the Action.
This
Form
8-K Current Report contains forward-looking statements within the meaning
of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements represent our expectations or beliefs concerning future events,
and
it is possible that the results described in this Form 8-K will not be
achieved.
These forward-looking statements can generally be identified by the use
of
statements that include words such as “estimate,” “project,” “believe,”
“expect,” “anticipate,” “intend,” “plan,” “foresee,” “likely,” “will,” “goal,”
“target” or other similar words or phrases. These forward-looking statements are
subject to risks, uncertainties and other factors, many of which are
outside of
our control, that could cause actual results to differ materially from
the
results discussed in the forward-looking statements, including, among
other
things, the timing and final outcome of the Action and the Motion; and
the
timing, final outcome and consequences of the pending governmental
investigations, independent internal investigation and putative class
action
lawsuits, derivative claims and similar proceedings.
Any
forward-looking statement speaks only as of the date on which such statement
is
made, and, except as required by law, we do not undertake any obligation
to
update or revise any forward-looking statement, whether as a result of
new
information, future events or otherwise. New factors emerge from time
to time
and it is not possible for management to predict all such
factors.
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.
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BEAZER
HOMES USA, INC.
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| Date: September 14, 2007 | By: | /s/Allan P. Merrill | ||
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Allan
P. Merrill
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Executive Vice President and
Chief Financial
Officer
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