<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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UNIFI, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK 11-2165495
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7201 WEST FRIENDLY AVENUE
GREENSBORO, N.C. 27410
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(Address of Principal Executive Office, including Zip Code)
1999 UNIFI, INC. LONG-TERM INCENTIVE PLAN
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(Full title of the plan)
CHARLES F. MCCOY
CORPORATE SECRETARY AND GENERAL COUNSEL
UNIFI, INC.
7201 WEST FRIENDLY AVENUE
GREENSBORO, N.C. 27410
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(Name and address of agent for service)
(336) 294-4410
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(Telephone number, including area code, of agent for service)
(the cover page is continued on the following page)
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CALCULATION OF REGISTRATION FEE
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Proposed Amount
Title of Amount Proposed maximum of
securities to be Maximum offering aggregate registration
To be registered registered price per share offering price fee
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Common Stock
$.10 par Value 6,000,000 (1) $11.3493(2) $68,095,961.25 (2) $17,977.33
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(1) Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement covers, in
addition to the number of shares of Common Stock stated above, such
additional shares to be offered or issued to prevent dilution as a result
of the anti-dilution provisions of the employee benefit plan described
herein.
(2) The Proposed Maximum Offering Price Per Share and the Proposed Maximum
Aggregate Offering Price are as follows:
<TABLE>
<CAPTION>
Proposed Maximum Aggregate Offering Price
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<S> <C>
3,810,568 shares presently not granted under the Plan are valued pursuant to $42,273,488.75
Rule 457(c) at the average of the high and low prices reported in the consolidated
reporting system on August 1, 2000 at 11.09375 per share.
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754,650 options and stock grants with an option or grant price of $11.1875 per share. $ 8,442,646.88
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633,139 options with an exercise price of $11.85875 per share. $ 7,508,237.12
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633,128 options with an exercise price of $12.53 per share. $ 7,933,093.84
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82,649 options and stock grants with an option or grant price of 12.15625 $ 1,004,701.91
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85,866 stock grants with a grant price of $10.875 per share. $ 933,792.75
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Total Proposed Maximum Aggregate Offering Price $68,095,961.25
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</TABLE>
The Exhibit Index appears after the Signature Page
of this Registration Statement.
(continuation of cover page)
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
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* The information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the "Note" to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents previously filed by Unifi, Inc. ("Unifi" or the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to Section 13 of the Securities Exchange Act of 1934 (the "Exchange
Act") are hereby incorporated by reference in the Registration Statement:
(a) Unifi's Annual Report on Form 10-K for the year ended June 27,
1999;
(b) Unifi's Quarterly Reports on Form 10-Q for the quarters ended
September 26, 1999, December 26, 1999, and March 26, 2000,
respectively;
(c) The description of Unifi's Common Stock, $.10 par value,
contained in its Form 8-K as Item 5 (Other Events) filed with
the Commission on November 5, 1998.
All documents subsequently filed by the Company 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 hereunder
have been sold or which deregisters all securities then remaining unsold
hereunder, shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Bylaws provide that the Registrant shall indemnify a
director, officer or employee of the Registrant who is a party to or is
threatened to be made a party to any proceeding or action against all expenses,
liability and loss reasonably incurred in connection with such a proceeding, to
the fullest extent authorized by the New York Business Corporation Law, except
that the Registrant may not indemnify a director, officer or employee for
expenses in connection with a proceeding that such director, officer or employee
initiated unless the Registrant authorized the proceeding. Section 721 of the
New York Business Corporation Law prohibits indemnification of directors and
officers if (i) in a judgment against the director or officer or in another
final adjudication adverse to him it is determined that such director or officer
either acted in bad faith or acted with deliberate dishonesty, and his actions
were material to the adjudication, or (ii) the director or officer personally
gained a financial profit or other advantage to which he was not entitled.
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Pursuant to the Registrant's Certificate of Incorporation, a director
of the Registrant is generally not subject to monetary damages for negligence
and gross negligence, including grossly negligent business decisions involving
takeover proposals for the Registrant, in the performance of the director's duty
of care. Other remedies, such as injunctive relief against, and rescission of
actions taken by, the director is still available. A director remains liable for
monetary damages, however, if (i) the director's acts or omissions were in bad
faith or involved intentional misconduct or a knowing violation of the law; (ii)
the director personally gained a financial profit or other advantage to which
the director was not legally entitled; or (iii) the director's acts violated
laws of the New York Business Corporation Law relating to the payment of
dividends, purchase of shares or distributions of assets after dissolution.
The foregoing is only a general summary of certain aspects of New York
law dealing with indemnification and liability of directors and officers and
does not purport to be complete. It is qualified in its entirety by reference to
the relevant statutes, which contain detailed, specific provisions regarding the
circumstances under which and the person for whose benefit indemnification shall
or may be made.
As authorized by the Bylaws and by statute, the Registrant has
purchased liability insurance policies providing an aggregate of $40,000,000
coverage for all directors and officers of the Registrant and providing for
reimbursement to the Registrant for payments made on behalf of directors and
officers pursuant to the indemnification provisions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following Exhibits are filed with or incorporated by reference in
this Registration Statement:
EXHIBIT NO.
(PER TABLE I IN
ITEM 601 OF REG S-K) DESCRIPTION OF EXHIBIT
-------------------- ----------------------
4.1 Specimen Certificate of Unifi, Inc.'s common stock,
filed as Exhibit 4(a) to the Registration Statement on
Form S-1, (Registration No. 2-45405) which is
incorporated herein by reference.
5.1 Opinion of Charles F. McCoy, Esq. of the Company as to
legality of securities being registered.
23.1 Consent of Charles F. McCoy, Esq. of the Company
(included in Exhibit 5.1).
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23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney (included with the signature page
to this Registration Statement).
99.1 1999 Unifi, Inc. Long-Term Incentive Plan.
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 that 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 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) 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.
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SIGNATURES
The Registrant. 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 Greensboro, State of North Carolina, on
August 7, 2000.
UNIFI, INC.
/s/ WILLIS C. MOORE, III
By: ---------------------------------
Willis C. Moore, III
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of Unifi, Inc. and the
several undersigned Officers and Directors thereof whose signatures appear
below, hereby makes, constitutes and appoints Willis C. Moore, III and Charles
F. McCoy, and each of them acting individually, its and his true and lawful
attorneys, with power to act without any other and with full power of
substitution, to execute, deliver and file in its or his name and on its or his
behalf, and in each of the undersigned Officers' and Directors' capacity or
capacities as shown below, (a) a Registration Statement on Form S-8 (including a
reoffering prospectus prepared in accordance with Form S-3 if said Attorneys
deem the filing of the same to be appropriate) (or other appropriate form) and
all other documents in support thereof or supplemental thereto and any and all
amendments, including any and all post-effective amendments to the foregoing
(hereinafter called the "Registration Statement"), with respect to the
registration under the Securities Act of 1933, as amended, of such number of
shares as may be necessary to fully register the 1999 Unifi, Inc. Long-Term
Incentive Plan, and (b) such registration statements, petitions, applications,
consents to service of process or other instruments, any and all documents in
support thereof or supplemental thereto, and any and all amendments or
supplements to the foregoing, as may be necessary or advisable to qualify or
register the securities covered by the Registration Statement under such
securities laws, regulations and requirements as may be applicable; and each of
Unifi, Inc. and said Officers and Directors hereby grants to said attorneys, and
to each of them, full power and authority to do and perform each and every act
and thing whatsoever as said attorneys or attorney may deem necessary or
advisable to carry out fully the intent of this power of attorney to the same
extent and with the same effect as Unifi, Inc. might or could do, and as each of
said Officers and Directors might or could do personally in his capacity or
capacities as aforesaid and each of Unifi, Inc. and said Officers and Directors
hereby ratifies and confirms all acts and things which said attorneys or
attorney might do or cause to be done by virtue of this power of attorney and
its or his signature as the same may be signed by said attorneys or attorney, or
any of them, to
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any or all of the following (and/or any and all amendment and supplements to any
or all thereof): such Registration Statement under the Securities Act of 1933,
as amended, and all such registration statements, petitions, applications,
consents to service of process and other instruments, and any and all documents
in support hereof or supplemental thereto, under such securities laws,
regulations and requirements as may be applicable.
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
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G. ALLEN MEBANE Chairman of the Board of Directors August 7, 2000
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G. Allen Mebane, IV
BRIAN R. PARKE President, Chief Executive Officer August 7, 2000
---------------------- (Principal Executive Officer) and
Brian R. Parke Director
G. ALFRED WEBSTER Executive Vice President and Director August 7, 2000
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G. Alfred Webster
JERRY W. ELLER Director August 7, 2000
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Jerry W. Eller
ROBERT A. WARD Director August 7, 2000
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Robert A. Ward
CHARLES R. CARTER Director August 7, 2000
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Charles R. Carter
KENNETH G. LANGONE Director August 7, 2000
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Kenneth G. Langone
DONALD F. ORR Director August 7, 2000
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Donald F. Orr
J.B. DAVIS Director August 7, 2000
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J.B. Davis
Director
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R. Wiley Bourne, Jr.
RICHARD GREENBURY Director August 7, 2000
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Sir Richard Greenbury
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EXHIBITS
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INDEX TO EXHIBITS
EXHIBIT NO.
(PER TABLE I IN
ITEM 601 OF REG S-K) DESCRIPTION OF EXHIBIT
-------------------- ----------------------
4.1* Specimen Certificate of Unifi, Inc.'s common stock,
filed as Exhibit 4(a) to the Registration Statement on
Form S-1, (Registration No. 2-45405) which is
incorporated herein by reference.
5.1 Opinion of Charles F. McCoy, Esq. of the Company as to
legality of securities being registered.
23.1 Consent of Charles F. McCoy, Esq. of the Company.
(included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney (included with the signature page to
this Registration Statement).
99.1 1999 Unifi, Inc. Long-Term Incentive Plan.
* Incorporated by reference
