As filed with the Securities and Exchange Commission on October 24, 1997.
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. OMNIBUS STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT BETWEEN THE REGISTRANT AND PAUL G. HAWKEN
STOCK OPTION AGREEMENT BETWEEN THE REGISTRANT AND DAVID D. OAKEY
STOCK OPTION AGREEMENT BETWEEN THE REGISTRANT AND JOHN W. PICARD
STOCK OPTION AGREEMENT BETWEEN THE REGISTRANT AND FREDERICK S. SHEHADI, JR.
STOCK OPTION AGREEMENTS BETWEEN THE REGISTRANT AND JOSEPH PAUL ZINK, III
----------------------------------------------------------------------------
(Full Title of the Plans)
Raymond S. Willoch, Esquire
Vice President, General Counsel and Secretary
INTERFACE, INC.
Suite 2000
2859 Paces Ferry Road
Atlanta, Georgia 30339
(770) 437-6800
- -------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------------------------------------
Class A or Class B 1,865,000 28 11/16<F1> 53,502,188 <F2> $16,213
Common Stock, par
value $.10 per share
<FN>
<F1>Determined in accordance with Rule 457(h) under the
Securities Act of 1933, as amended, based on $28 11/16, the
average of the high and low sale prices quoted on the Nasdaq
National Market System on October 23, 1997.
/FN
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Interface, Inc. (the
"Company" or the "Registrant") 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 29, 1996.
(2) All other reports of the Registrant filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended, since the end of the fiscal year covered by the
Registrant's Annual Report on Form 10-K for its fiscal year ended
December 29, 1996.
(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
Securities Exchange Act of 1934, as amended, 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 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
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. 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 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The exhibits included as part of this Registration Statement
are as follows:
Exhibit Number Description
- -------------- -----------
4 Interface, Inc. Omnibus Stock Incentive
Plan (included as Exhibit 10.6 to the
Registrant's Annual Report on Form 10-K
for its fiscal year ended December 29,
1996, previously filed with the
Commission and incorporated herein by
reference.)
5 Opinion of Raymond S. Willoch, Vice
President, General Counsel and Secretary
of the Registrant
23(a) Consent of BDO Seidman, LLP
23(b) Consent of Raymond S. Willoch (see Exhibit 5)
24 Power of Attorney (See Signature Page)
99.1 Stock Option Agreement between the
Registrant and Paul G. Hawken
99.2 Stock Option Agreement between the
Registrant and David D. Oakey
99.3 Stock Option Agreement between the
Registrant and John W. Picard
99.4 Stock Option Agreement between the
Registrant and Frederick S. Shehadi, Jr.
99.5 Stock Option Agreement between the
Registrant and Joseph Paul Zink, III
99.6 Stock Option Agreement between the
Registrant and Joseph Paul Zink, III
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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in
the effective Registration Statement.
(iii) 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.
Provided, however, that paragraphs (1)(i) and (1)(ii)
do not apply if the Registration Statement is on Form S-3,
Form S-8, or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference 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 the 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 October 21, 1997.
INTERFACE, INC.
By: /s/ Ray C. Anderson
Ray C. Anderson,
Chairman of the Board
and Chief Executive Officer
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 indicated, on the 21st day of October,
1997.
Signature Capacity
/s/ Ray C. Anderson Chairman of the Board and Chief
Ray C. Anderson Executive Officer (PRINCIPAL
EXECUTIVE OFFICER)
/s/ Daniel T. Hendrix Senior Vice President-Finance,
Daniel T. Hendrix Chief Financial Officer and
Director (PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)
/s/ Brian L. DeMoura Director
Brian L. DeMoura
/s/ Charles R. Eitel Director
Charles R. Eitel
/s/ Donald E. Russell Director
Donald E. Russell
/s/ John H. Walker Director
John H. Walker
/s/ Gordon D. Whitener Director
Gordon D. Whitener
/s/ Dianne Dillion-Ridgley Director
Dianne Dillon-Ridgley
/s/ Carl I. Gable Director
Carl I. Gable
/s/ Dr. June M. Henton Director
Dr. June M. Henton
/s/ J. Smith Lanier, II Director
J. Smith Lanier, II
/s/ Leonard G. Saulter Director
Leonard G. Saulter
/s/ Clarinus C. Th. van Andel Director
Clarinus C. Th. van Andel
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
5 Opinion of Raymond S. Willoch,
Vice President, General Counsel
and Secretary of the Registrant
23(a) Consent of BDO Seidman, LLP
23(b) Consent of Raymond S. Willoch (see Exhibit 5)
24 Power of Attorney (See Signature Page)
99.1 Stock Option Agreement between the Registrant and
Paul G. Hawken
99.2 Stock Option Agreement between the Registrant and
David D. Oakey
99.3 Stock Option Agreement between the Registrant and
John W. Picard
99.4 Stock Option Agreement between the Registrant and
Frederick S. Shehadi, Jr.
99.5 Stock Option Agreement between the Registrant and
Joseph Paul Zink, III
99.6 Stock Option Agreement between the Registrant and
Joseph Paul Zink, III