As filed with the Securities and Exchange Commission on December 28, 1999. 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 SENIOR 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 Unit Aggregate Offering Registration Fee Price - -------------------------------------------------------------------------------------------------------------------- Common Stock, Class A or 800,000 shares $4.65625 <F1> $3,725,000 <F1> $984 B, $.10 par value Participation in <F2> <F3> <F3> Interface, Inc. Savings and Investment Plan - --------------------------------------------------------------------------------------------------------------------- <FN> <F1> Determined in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933, based on $4.65625, the average of the high and low sale prices quoted on the Nasdaq National Market System on December 23, 1999. <F2> Pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. <F3> Not applicable. </FN> PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT As permitted by General Instruction E to Form S-8, in connection with this registration of additional shares, the Registrant hereby incorporates by reference the contents of: (1) the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on August 16, 1996 (Commission File No. 333-10377); and (2) the Registrant's Annual Report on Form 10-K for its fiscal year ended January 3, 1999; (3) all documents filed subsequently hereto pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold. The following required exhibits, consent and power of attorney are filed as a part of this Registration Statement: Exhibit Number Description - -------------- ----------- 3.1 Restated Articles of Incorporation (included as Exhibit 3.1 to the Company's Form 10-Q for the quarter ended July 5, 1998, previously filed with the Commission and incorporated herein by reference). 3.2 Bylaws, as amended (included as Exhibit 3.2 to the Company's Form 10-Q for the quarter ended April 1, 1990, previously filed with the Commission and incorporated herein by reference). 23 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 the 28th day of December, 1999. 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/her true and lawful attorneys-in-fact with full power of substitution and resubstitution, for him/her and in his/her 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 28th day of December, 1999. SIGNATURE TITLE /s/ Ray C. Anderson Chairman of the Board and Chief - ---------------------------------- Executive Officer Ray C. Anderson (PRINCIPAL EXECUTIVE OFFICER) /s/ Daniel T. Hendrix Senior Vice President - Finance, - ---------------------------------- Chief Financial Officer, Treasurer Daniel T. Hendrix and Director (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER) /s/ Brian L. DeMoura Director - ---------------------------------- Brian L. DeMoura /s/ John H. Walker Director - ---------------------------------- John H. Walker /s/ Dianne Dillon-Ridgley Director - ---------------------------------- Dianne Dillon-Ridgley /s/ Carl I. Gable Director - ---------------------------------- Carl I. Gable /s/ June M. Henton Director - ---------------------------------- June M. Henton /s/ J. Smith Lanier, II Director - ---------------------------------- J. Smith Lanier, II /s/ Thomas R. Oliver Director - ---------------------------------- Thomas R. Oliver /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 3.1 Restated Articles of Incorporation (included as Exhibit 3.1 to the Company's Form 10-Q for the quarter ended July 5, 1998, previously filed with the Commission and incorporated herein by reference). 3.2 Bylaws, as amended (included as Exhibit 3.2 to the Company's Form 10-Q for the quarter ended April 1, 1990, previously filed with the Commission and incorporated herein by reference). 23 Consent of BDO Seidman, LLP. 24 Power of Attorney (see signature page).