UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 15, 2020
UNIFI, INC.
(Exact name of registrant as specified in its charter)
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New York |
1-10542 (Commission |
11-2165495 |
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7201 West Friendly Avenue Greensboro, North Carolina |
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27410 |
Registrant’s telephone number, including area code: (336) 294-4410
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, par value $0.10 per share |
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UFI |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b‑2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
This Amendment No. 1 amends the Current Report on Form 8-K (the “Original 8-K”) Unifi, Inc. (the “Company”) filed with the Securities and Exchange Commission on April 21, 2020, regarding, among other things, the appointment of Edmund M. Ingle as Chief Executive Officer of the Company and his election as a member of the Board of Directors of the Company (the “Board”), to report that the Company and Mr. Ingle entered into a First Amendment (the “First Amendment”) to his Employment Agreement with the Company (the “Employment Agreement”) to accelerate the start date of Mr. Ingle’s employment with the Company and his election as a member of the Board. The disclosure included in the Original 8-K otherwise remains unchanged.
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Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 9, 2020, the Company and Mr. Ingle entered into the First Amendment to the Employment Agreement to accelerate the start date of his employment as Chief Executive Officer of the Company and his election as a member of the Board to make each effective as of June 15, 2020 (the “Amended Start Date”). All other terms of the Employment Agreement remain unchanged.
As reported in the Original 8-K, pursuant to the terms of the Employment Agreement, Mr. Ingle will receive on the Amended Start Date an award of (i) options to purchase shares of the Company’s common stock having a grant date fair value of $330,000 and (ii) restricted stock units having a grant date fair value of $670,000. A copy of the Employment Agreement was filed as Exhibit 10.1 to the Original 8-K.
The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by the contents of the First Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated into this Item 5.02 by reference.
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Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
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Description |
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10.1 |
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First Amendment to Employment Agreement for Edmund M. Ingle, dated June 9, 2020. |
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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UNIFI, INC. |
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Dated: June 15, 2020 |
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By: |
/s/ THOMAS H. CAUDLE, JR. |
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Thomas H. Caudle, Jr. |
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President & Chief Operating Officer |
Exhibit 10.1
FIRST AMENDMENT EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT (this “First Amendment”) effective this 9th day of June, 2020 (the “Effective Date”), is entered into by and between Edmund M. Ingle (“Executive”) and Unifi, Inc. (the “Employer”).
WHEREAS, Executive and the Employer entered into an Employment Agreement dated as of April 16, 2020 (the “Employment Agreement”); and
WHEREAS, Executive and the Employer desire to enter into this First Amendment to accelerate the commencement date of Executive’s employment with the Employer.
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.Amendment. Section 1 of the Employment Agreement is deleted in its entirety and replaced with the following:
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1. |
Employment. Subject to the terms and conditions of this Agreement, the Employer agrees to employ Executive, and Executive agrees to be employed by the Employer, as of June 15, 2020 (the “Start Date”), pursuant to the terms of this Agreement. |
2. Continuing Effect of Employment Agreement. Except as expressly or by necessary implication amended by this First Amendment, the Employment Agreement shall continue in full force and effect.
[Signatures follow on next page]
IN WITNESS WHEREOF, the Employer has caused this Agreement to be executed by its duly authorized officer, and Executive has hereunto signed this Agreement, as of the Effective Date.
“Employer”:
Unifi, Inc.
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By: |
/s/ ALBERT P. CAREY |
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Name: |
Albert P. Carey |
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Title: |
Executive Chairman |
“Executive”:
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/s/ EDMUND M. INGLE |
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Name: Edmund M. Ingle |
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[signature page to First Amendment to Employment Agreement]