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)
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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
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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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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o
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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
5.04
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Temporary
Suspension of Trading Under Registrant’s Employee Benefit
Plans.
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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.
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Item
9.01
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Financial
Statements and Exhibits
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(d)
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Exhibits
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99.1
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Notice
of Blackout Period, dated December 7,
2007.
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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.
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BEAZER
HOMES USA, INC.
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Date:
December 7, 2007
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By:
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/s/Allan
P. Merrill
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Allan
P. Merrill
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Executive
Vice President and
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Chief
Financial Officer
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Exhibit
99.1
NOTICE
OF BLACKOUT PERIOD
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To:
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Directors
and Executive Officers of Beazer Homes USA, Inc.
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Re:
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Notice
of Imposition of Blackout Period and Prohibition on Transactions
in
Company Stock
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Date:
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December
7, 2007
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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.