Form 8-K

0001193125-12-002954.txt : 20120105 0001193125-12-002954.hdr.sgml : 20120105 20120105092534 ACCESSION NUMBER: 0001193125-12-002954 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20120103 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120105 DATE AS OF CHANGE: 20120105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIFI INC CENTRAL INDEX KEY: 0000100726 STANDARD INDUSTRIAL CLASSIFICATION: TEXTILE MILL PRODUCTS [2200] IRS NUMBER: 112165495 STATE OF INCORPORATION: NY FISCAL YEAR END: 0626 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10542 FILM NUMBER: 12509356 BUSINESS ADDRESS: STREET 1: 7201 WEST FRIENDLY RD STREET 2: P O BOX 19109 CITY: GREENSBORO STATE: NC ZIP: 27419-9109 BUSINESS PHONE: 9192944410 MAIL ADDRESS: STREET 1: 7201 W FRIENDLY RD STREET 2: PO BOX 19109 CITY: GREENSBORO STATE: NC ZIP: 24719-9109 FORMER COMPANY: FORMER CONFORMED NAME: AUTOMATED ENVIRONMENTAL SYSTEMS INC DATE OF NAME CHANGE: 19720906 8-K 1 d276925d8k.htm FORM 8-K Form 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):

January 3, 2012

UNIFI, INC.

(Exact name of registrant as specified in its charter)


New York	1-10542	11-2165495
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7201 West Friendly Avenue Greensboro, North Carolina		27410
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (336) 294-4410

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	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 PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On January 3, 2012, Unifi, Inc. (the “Company”) amended the terms of certain Change in Control Agreements (the “Agreements”) with William L. Jasper, the Company’s Chairman and Chief Executive Officer, R. Roger Berrier, Jr., the Company’s President and Chief Operating Officer, Thomas H. Caudle, Jr., the Company’s Vice President of Manufacturing, Charles F. McCoy, the Company’s Vice President, Secretary, General Counsel, Chief Risk Officer and Corporate Governance & Compliance Officer, and Ronald L. Smith, the Company’s Vice President and Chief Financial Officer (hereinafter referred to individually as an “Officer” and collectively as the “Officers”) to extend the terms of the Agreements, which were to expire on December 31, 2011. The amended Agreements are now effective until the earlier of two (2) years from the date of a change in control if the Officer has not voluntarily terminated his employment for good reason, the termination of the Officer’s employment prior to the change in control, or if no change in control has occurred, December 31, 2014.

The Agreements provide that if an Officer’s employment is terminated involuntarily, other than by death or disability or cause, or voluntarily for good reason, after a change in control of the Company, the Officer will receive certain benefits. The present value of the benefits will be 2.99 times the average total compensation paid to the Officer by the Company during the five (5) calendar years (or the period of the Officer’s employment with the Company if the Officer has been employed with the Company for less than five (5) calendar years) preceding the change in control of the Company, subject to reduction to the extent any such payments or benefits constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code, to an amount such that no benefit payment shall be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, as determined by the Company’s independent certified public accountants, whose decision shall be binding upon the Company and the Officer. These benefits will be paid to the Officer in equal installments over a twenty-four (24) month period, provided that the payment of such benefit may be subject to delay to comply with Section 409A of the Internal Revenue Code.

A change in control is deemed to occur if, among other things, (i) there shall be consummated any consolidation or merger of the Company in which the Company is not the surviving entity or the sale of all or substantially all of the assets of the Company, (ii) the shareholders of the Company have approved any plan or proposal for the liquidation or dissolution of the Company, (iii) any person acquires twenty percent (20%) or more of the outstanding voting stock of the Company, or (iv) if there is a change in the majority of Directors under specified conditions within a two (2) year period.

The foregoing description of the amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the amendments, a copy of which are attached hereto as Exhibit 10.1, 10.2, 10.3, 10.4 and 10.5 and are incorporated herein by reference.

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

(d)

Exhibits.


EXHIBIT NO.		DESCRIPTION OF EXHIBIT

10.1		Amendment No. 1 to the Change in Control Agreement for William L. Jasper, effective December 31, 2011.

10.2		Amendment No. 1 to the Change in Control Agreement for R. Roger Berrier, Jr., effective December 31, 2011.

10.3		Amendment No. 1 to the Change in Control Agreement for Thomas H. Caudle, Jr., effective December 31, 2011.

10.4		Amendment No. 1 to the Change in Control Agreement for Charles F. McCoy, effective December 31, 2011.

10.5		Amendment No. 1 to the Change in Control Agreement for Ronald L. Smith, effective December 31, 2011.

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.


				UNIFI, INC.

		By:		/S/ CHARLES F. MCCOY
				Charles F. McCoy
				Vice President, Secretary and General Counsel

Dated: January 5, 2012

INDEX TO EXHIBITS


EXHIBIT NO.		DESCRIPTION OF EXHIBIT

10.1		Amendment No. 1 to the Change in Control Agreement for William L. Jasper, effective December 31, 2011.

10.2		Amendment No. 1 to the Change in Control Agreement for R. Roger Berrier, Jr., effective December 31, 2011.

10.3		Amendment No. 1 to the Change in Control Agreement for Thomas H. Caudle, Jr., effective December 31, 2011.

10.4		Amendment No. 1 to the Change in Control Agreement for Charles F. McCoy, effective December 31, 2011.

10.5		Amendment No. 1 to the Change in Control Agreement for Ronald L. Smith, effective December 31, 2011.

EX-10.1 2 d276925dex101.htm AMENDMENT NO. 1 TO THE CHANGE IN CONTROL AGREEMENT FOR WILLIAM L. JASPER Amendment No. 1 to the Change in Control Agreement for William L. Jasper

Exhibit 10.1

AMENDMENT NO. 1

TO THE

CHANGE IN CONTROL AGREEMENT FOR WILLIAM L. JASPER

This Amendment No. 1, effective the 31^st day of December, 2011, to the Change in Control Agreement for WILLIAM L. JASPER, dated August 14, 2009 (the “Agreement”) between Unifi, Inc. (the “Company”) and WILLIAM L. JASPER (the “Executive”).

WHEREAS, the Agreement provides certain severance benefits in the event the Executive’s employment is terminated without “Cause” or the Executive resigns for “Good Reason” following a “Change in Control” of the Company (as such terms are defined in the Agreement);

WHEREAS, in accordance with Section 14(a) of the Agreement, the Company may amend the Agreement at any time; and

WHEREAS, the Company now desires to amend the Agreement to extend the term of the Agreement for an additional three years and to make certain other clarifications.

NOW, THEREFORE, BE IT RESOLVED THAT, the Agreement is hereby amended as follows, effective December 31, 2011:

1. Section 1(a) of the Agreement is hereby amended by striking the phrase “December 31, 2011” and replacing it with “December 31, 2014”.

2. Section 3(e) of the Agreement is amended by replacing the first sentence as follows:

“Following a Change in Control and during the term of this Agreement, the Executive may terminate the Executive’s employment for Good Reason.”

3. Section 4(b) of the Agreement is amended by replacing the last sentence as follows:

“The determination of any reduction in the severance payments under this Section 4 pursuant to the foregoing proviso shall be made by the Company’s Independent Certified Public Accountants, and their decision shall be conclusive and binding on the Company and the Executive.”

4. In all other respects not amended, the Agreement is hereby ratified and confirmed.

* * * Signature Page to Follow * * *

IN WITNESS WHEREOF, the Company has caused this Amendment No. 1 to be executed on this the 3^rd day of January, 2012.


UNIFI, INC.

By:		/s/ CHARLES F. MCCOY
		CHARLES F. MCCOY
		Vice President

EXECUTIVE

/s/ WILLIAM L. JASPER
WILLIAM L. JASPER

EX-10.2 3 d276925dex102.htm AMENDMENT NO. 1 TO THE CHANGE IN CONTROL AGREEMENT FOR R. ROGER BERRIER, JR. Amendment No. 1 to the Change in Control Agreement for R. Roger Berrier, Jr.

Exhibit 10.2

AMENDMENT NO. 1

TO THE

CHANGE IN CONTROL AGREEMENT FOR R. ROGER BERRIER, JR.

This Amendment No. 1, effective the 31^st day of December, 2011, to the Change in Control Agreement for R. ROGER BERRIER, JR., dated August 14, 2009 (the “Agreement”) between Unifi, Inc. (the “Company”) and R. ROGER BERRIER, JR. (the “Executive”).