-----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, PK/DbfP2R44VOBlMBbI7qEtoASX318PLfKAnK7roy4UwvL/RESGqpyEx8tUNVufT YUP7NYjEhiej8602vwHHbw== 0000910195-96-000159.txt : 19960820 0000910195-96-000159.hdr.sgml : 19960820 ACCESSION NUMBER: 0000910195-96-000159 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: 333-10379 FILM NUMBER: 96617338 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. KEY EMPLOYEE STOCK OPTION PLAN (1993) (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 Unit Aggregate Offering Price Registration Fee - ------------------------------------------------------------------------------------------------------------------ Common Stock, 450,000 shares $15.0625 $6,778,125 $2,337.28 Class A or 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 The contents of the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on October 1, 1993 File No. 33- 69808 are incorporated by reference. ITEM 8. EXHIBITS The exhibits included as part of this Registration Statement are as follows: Exhibit Number Description 4(a) Amendment No. 2 to the Interface, Inc. Key Employee Stock Option Plan (1993) (included as Exhibit 10.5 to the Registrant's Annual report on Form 10-K for the fiscal year ended December 31, 1995 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) ________________________ 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 23(b) INTERFACE, INC. 2859 Paces Ferry Road Suite 2000 Atlanta, Georgia 30339 August 26, 1996 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street Washington, D.C. Re: Form S-8 Registration Statement -- Interface, Inc. Key Employee Stock Option Plan (1993) 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 Key Employee Stock Option Plan (1993) (the "Plan") and the proposed offer and sale of up to 450,000 shares of the Company's Class A or Class B common stock, $.10 par value (the "Common Stock") pursuant thereto, which were authorized for issuance pursuant to Amendment No. 2 to the Plan dated February 27, 1996 ("Amendment No. 2"). 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 450,000 shares of Common Stock authorized pursuant to Amendment No. 2 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 Exhibit 23(b) 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-----