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
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(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
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(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<F1> $903,750<F1> $311.64
B $.10 par value
- ----------------------------------------------------------------------------------------------------------------
<FN>
<F1> 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.
</FN>
- ----------------------------------------------------------------------------------------------------------------
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)