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
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(Address and Zip Code of Principal Executive Offices)
INTERFACE, INC. NONQUALIFIED SAVINGS 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) 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
- -------------------------------------------------------------------------------------------------------------
Deferred Compensation $20,000,000 <F2> 100% $20,000,000 <F2> $6,061
Obligations <F1>
- --------------------------------------------------------------------------------------------------------------
<FN>
<F1> The Deferred Compensation Obligations are unsecured
obligations of Interface, Inc. to pay deferred compensation in
the future in accordance with the terms of the Interface, Inc.
Nonqualified Savings Plan.
<F2> Pursuant to Rule 416(c) promulgated under the Securities
Act of 1933, as amended, this registration statement covers an
indeterminate amount of Deferred Compensation Obligations to be
created and offered or sold pursuant to the employee benefit
plan described herein. The maximum aggregate offering price is
based upon an estimate, solely for the purpose of computing the
registration fee.
</FN>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part
I of Form S-8 will be sent or given to participating employees as
specified by Rule 428(b)(1) promulgated under the Securities Act
of 1933, as amended. Such document(s) and the documents
incorporated by reference herein pursuant to Item 3 of Part II
hereof, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933, as
amended.
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
Under the Interface, Inc. Nonqualified Savings Plan (the
"Plan"), the Company will provide eligible employees the
opportunity to enter into agreements for the deferral of a
specified percentage of their compensation, as defined in the Plan
("Compensation"). The obligations of the Company under such agreements
to pay the deferred compensation in the future in accordance with the
terms of the Plan (the "Obligations") will be unsecured general obligations
of the Company. The Plan is unfunded, and Participants have no
right, interest or claim in the assets of the Company, except as
unsecured general creditors. However, the Company intends, but
is not presently required, to set up a so-called "Rabbi Trust" to
hold, invest and reinvest deferrals and contributions under the
Plan. If a change in control of the Company occurs, as defined
in the Plan, the Company will contribute an amount to the Rabbi
Trust sufficient to pay the Obligations owed to each Participant.
The description of the terms and conditions of the
Obligations in this Item 4 is qualified by reference to the Plan,
which is filed as Exhibit 4 to this Registration Statement and
incorporated herein by reference.
The amount of compensation to be deferred by each
participating employee (a "Participant") will be determined in
accordance with the Plan based on elections by the Participant.
The Company will make a 50% matching contribution with respect to
deferrals under the Plan. The maximum matching contribution any
Participant may receive is 2% of the Participant's Compensation.
Notwithstanding the foregoing, the amount of a Participant's matching
contributions will be reduced by the amount of matching contributions
made to the Participants under the applicable Company 401(k) Plan, so
that the total matching contributions under both plans will be 2% of
the Participant's compensation. Each Obligation will be payable upon
termination of a Participant's employment with the Company, a specific
date selected by the Participant, or the Participant's death, in
accordance with the terms of the Plan.
The Obligations will earn interest at the greater of (a) the rate
established by the Administrative Committee of the Company's Board of
Directors or (b) the rate announced by Wachovia Bank of North Carolina, N.A.
as its prime rate at the beginning of the fourth quarter of the
previous Plan Year minus 2%; provided, however, that for the 1997
and 1998 Plan Years, the interest rate will be 8%. The amount of
the Company's Obligation to each Participant will be adjusted to
reflect the investment experience of the selected rate, including
any appreciation or depreciation. The Obligations will be
denominated and payable in United States dollars.
Neither a Participant nor any other person may assign,
alienate, sell, seize, sequester, transfer, pledge, or encumber
his or her interest in the Obligations prior to actual payment of
deferred compensation, except by will or by the laws of descent
and distribution and only to the extent permitted under the Plan.
A Participant's interest in the Obligations is not subject
to redemption, in whole or in part, prior to the individual
payment dates specified by the Participant, either at the option
of the Company or through operation of a mandatory or optional
sinking fund or analogous provision. However, the Company
reserves the right in its sole discretion to amend, suspend or
terminate the Plan at any time, except that no such action shall
reduce the amount already credited in a Participant's Account
without the consent of the person affected.
The Obligations are not convertible into another security of
the Company. The Obligations will not have the benefit of a
negative pledge or any other affirmative or negative covenant on
the part of the Company.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain legal matters with respect to the validity of the
Obligations being registered hereby will be passed upon for the
Company by Kilpatrick Stockton LLP in its capacity as counsel to
the Registrant. Certain partners of Kilpatrick Stockton LLP own
shares of the common stock 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. 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. Nonqualified Savings
Plan
5 Opinion of Counsel to Registrant
23(a) Consent of Counsel to Registrant (see
Exhibit 5)
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:
(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
4 Text of the Interface, Inc.
Nonqualified Savings Plan
5 Opinion of Counsel to Registrant
23(a) Consent of Counsel to Registrant
(see Exhibit 5)
23(b) Consent of BDO Seidman, LLP
24 Power of Attorney (See Signature
Page)