-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EsmA29KUTK3J53/74RoLSOk0yt1m6SPL2wRnh1J59LgOJM+eSWNXb4NQKGKJ/Svh 5oHUqopB/XEoSoIZX3gmAQ== 0000910195-96-000158.txt : 19960820 0000910195-96-000158.hdr.sgml : 19960820 ACCESSION NUMBER: 0000910195-96-000158 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960819 EFFECTIVENESS DATE: 19960907 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERFACE INC CENTRAL INDEX KEY: 0000715787 STANDARD INDUSTRIAL CLASSIFICATION: CARPETS AND RUGS [2273] IRS NUMBER: 581451243 STATE OF INCORPORATION: GA FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-10377 FILM NUMBER: 96617337 BUSINESS ADDRESS: STREET 1: ORCHARD HILL RD STREET 2: P O BOX 1503 CITY: LAGRANGE STATE: GA ZIP: 30241 BUSINESS PHONE: 4043196471 FORMER COMPANY: FORMER CONFORMED NAME: INTERFACE FLOORING SYSTEMS INC DATE OF NAME CHANGE: 19870817 S-8 1 FORM S-8 REGISTRATION STATEMENT FOR INTERFACE, INC As filed with the Securities and Exchange Commission on August 16, 1996. File No. 333-________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INTERFACE, INC. (Exact Name of Issuer as Specified in its Charter) Georgia 58-1451243 ------------------------------- ---------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) Suite 2000 2859 Paces Ferry Road Atlanta, Georgia 30339 ----------------------------------------------------- (Address and Zip Code of Principal Executive Offices) INTERFACE, INC. SAVINGS AND INVESTMENT PLAN ------------------------------------------- (Full Title of the Plan) Raymond S. Willoch, Esquire Vice President, General Counsel and Secretary INTERFACE, INC. Suite 2000 2859 Paces Ferry Road Atlanta, Georgia 30339 (770) 319-6471 ------------------------------------------------------------------ (Name, Address and Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE
================================================================================================================ Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of to be Registered Registered Offering Price Per Aggregate Offering Registration Fee Unit Price - ---------------------------------------------------------------------------------------------------------------- Common Stock, Class A or 60,000 shares $15.0625 $903,750 $311.64 B $.10 par value - ---------------------------------------------------------------------------------------------------------------- Determined in accordance with Rule 457(h) under the Securities Act of 1933, based on $15.0625, the average of the high and low sale prices quoted on the NASDAQ National Market System on August 13, 1996. - ----------------------------------------------------------------------------------------------------------------
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents are incorporated by reference into this Registration Statement and are deemed to be a part hereof from the date of the filing of such documents: (1) The Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 1995. (2) All other reports of the Registrant filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 1995. (3) The description of Common Stock contained in the Registration Statement on Form 8-A, filed on April 30, 1984, as amended by a Form 8 filed on August 19, 1988, including all amendments or reports filed for the purpose of updating such description. (4) All other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities that remain unsold. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Certain legal matters with respect to the validity of the shares of Common Stock being registered hereby will be passed upon for the Company by Raymond S. Willoch in his capacity as Vice President, General Counsel and Secretary of the Registrant. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS As provided under Georgia law, the Registrant's Amended Articles of Incorporation provide that a director shall not be personally liable to the Registrant or its shareholders for monetary damages for breach of duty of care or any other duty owed to the Registrant as a director, except that such provision shall not eliminate or limit the liability of a director (a) for any appropriation, in violation of his duties, of any business opportunity of the Registrant, (b) for acts or omissions which involve intentional misconduct or a knowing violation of law, (c) for unlawful corporate distributions, or (d) for any transaction from which the director received an improper benefit. Under Article VII of the Registrant's Amended Bylaws, the Registrant is authorized to indemnify its officers and directors for any liability and expense incurred by them in connection with or resulting from any threatened, pending or completed legal action or other proceeding or investigation by reason of his being or having been an officer or director. An officer or director may only be indemnified if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Registrant, and, with respect to a criminal matter, he did not have reasonable cause to believe that his conduct was unlawful. No officer or director who has been adjudged liable for the improper receipt of a personal benefit is entitled to indemnification. Any officer or director who has been wholly successful on the merits or otherwise in an action or proceeding in his official capacity is entitled to indemnification as to expenses by the Registrant as of right. All other determinations in respect of indemnification shall be made by either: (i) a majority vote of a quorum of disinterested directors; (ii) independent legal counsel selected in accordance with the Bylaws and at the request of the Board; or (iii) the holders of a majority of the Registrant's stock who at such time are entitled to vote for the election of directors. The provisions of the Registrant's Bylaws on indemnification are consistent in all material respects with the laws of the State of Georgia, which authorize indemnification of corporate officers and directors. The Registrant's directors and officers are insured against losses arising from any claim against them as such for wrongful acts or omissions, subject to certain limitations. ITEM 8. EXHIBITS The exhibits included as part of this Registration Statement are as follows: Exhibit Number Description - -------------- ----------- 4(a) Articles of Incorporation (composite as of September 8, 1988) (included as Exhibit 3.1 to the Registrant's annual report on Form 10-K for the year ended January 3, 1993 previously filed with the Commission and incorporated herein by reference) and Articles of Amendment (Series A Preferred Stock Designation), dated June 17, 1993 (included as Exhibit 4.1 to the Registrant's current report on Form 8-K, filed with the Commission on July 7, 1993 and incorporated herein by reference) 4(b) Bylaws, as amended (included as Exhibit 3.2 to the Registrant's quarterly report on Form 10-Q for the quarter ended April 1, 1990, previously filed with the Commission and incorporated herein by reference) 5(a) & 23(a) Opinion and Consent of Counsel to Registrant 23(b) Consent of BDO Seidman, LLP 24 Power of Attorney (See Signature Page) ITEM 9. UNDERTAKINGS (a) The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement, to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; (2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) The undersigned Registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. (d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. ________________________ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on August 16, 1996. INTERFACE, INC. By: /s/ Ray C. Anderson Ray C. Anderson, Chairman of the Board, Chief Executive Officer and President Each person whose signature appears below hereby constitutes and appoints Ray C. Anderson and Daniel T. Hendrix, and either of them, his true and lawful attorneys-in-fact with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to cause the same to be filed, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby granting to said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing whatsoever requisite and desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact and agents, or their substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons, in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Ray C. Anderson Chairman of the Board, Chief August 16, 1996 Ray C. Anderson Executive Officer and President (PRINCIPAL EXECUTIVE OFFICER) /s/ Daniel T. Hendrix Senior Vice President, Chief August 16, 1996 Daniel T. Hendrix Financial Officer and Treasurer (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER) /s/ Brian L. DeMoura Director August 16, 1996 Brian L. DeMoura /s/ Charles R. Eitel Director August 16, 1996 Charles R. Eitel /s/ David Milton Director August 16, 1996 David Milton /s/ Don E. Russell Director August 16, 1996 Don E. Russell /s/ Gordon D. Whitener Director August 16, 1996 Gordon D. Whitener /s/ Carl I. Gable Director August 16, 1996 Carl I. Gable /s/ Dr. June M. Henton Director August 16, 1996 Dr. June M. Henton /s/ J. Smith Lanier, II Director August 16, 1996 J. Smith Lanier, II - ----------------------------- Director August 16, 1996 Leonard G. Saulter /s/ Clarinus C. Th. van Andel Director August 16, 1996 Clarinus C. Th. van Andel
EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-8 Exhibit Number Description 5(a) & 23(a) Opinion and Consent of Counsel to Registrant 23(b) Consent of BDO Seidman, LLP 24 Power of Attorney (See Signature Page) EX-5 2 OPINION AND CONSENT OF COUNSEL Exhibit 5(a) and Exhibit 23(a) INTERFACE, INC. 2859 Paces Ferry Road Suite 2000 Atlanta, Georgia 30339 August 16, 1996 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street Washington, D.C. Re: Form S-8 Registration Statement -- Interface, Inc. Savings and Investment Plan Gentlemen: I have acted as counsel for Interface, Inc., a Georgia corporation (the "Company"), in my capacity as Vice President, General Counsel and Secretary of the Company, in the preparation of the referenced Form S-8 Registration Statement relating to the Company's Savings and Investment Plan (the "Plan") and the proposed offer and sale of up to 60,000 shares of the Company's Class A or Class B common stock, $.10 par value (the "Common Stock") pursuant thereto. In connection with the preparation of said Registration Statement, I have examined certificates of public officials and originals or copies of such corporate records, documents and other instruments relating to the authorization of the Plan and the authorization and issuance of the shares of Common Stock as I have deemed relevant under the circumstances. On the basis of the foregoing, it is my opinion that: The Company was duly organized and incorporated and is validly existing under the laws of the State of Georgia, with an authorized capitalization consisting of 80,000,000 shares of Common Stock (Class A and Class B shares), par value $.10 per share, and 5,000,000 shares of Preferred Stock, par value $1.00 per share. The Plan and the proposed offer and sale thereunder of up to 60,000 shares of Common Stock have been duly authorized by the Board of Directors of the Company, and the shares, when issued in accordance with the terms and conditions of the Plan, will be validly issued, fully-paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to said Registration Statement. Sincerely, /s/ Raymond S. Willoch Raymond S. Willoch, Vice President, Secretary and General Counsel EX-23 3 ACCOUNTANT'S CONSENT BDO Seidman, LLP Accountants and Consultants 238 Peachtree Center Avenue, Suite 800 Atlanta, Georgia 30303-1230 Telephone: (404) 688-6841 Fax: (404) 688-1075 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Interface, Inc. Atlanta, Georgia We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our reports dated February 27, 1996, relating to the consolidated financial statements and financial statement schedule II (Valuation and Qualifying Accounts and Reserves) of Interface, Inc., appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 1995. We also consent to the reference to us under the caption "Experts" in the Prospectus. /s/ BDO Seidman, LLP BDO SEIDMAN, LLP Atlanta, Georgia August 16, 1996 -----END PRIVACY-ENHANCED MESSAGE-----