<PAGE> 1
File No. 33-74076
As filed with the Securities and Exchange Commission on March 23, 1994.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
AMENDMENT NO. 3
TO
FORM S-4
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
INTERFACE, INC.
(Exact name of issuer as specified in its charter)
<TABLE>
<S> <C> <C>
GEORGIA 2273 58-1451243
(State or other jurisdiction of (PRIMARY STANDARD INDUSTRIAL (I.R.S. Employer
incorporation or organization) CLASSIFICATION CODE NUMBER) Identification Number)
</TABLE>
ORCHARD HILL ROAD
P.O. BOX 1503
LAGRANGE, GEORGIA 30241
(706) 882-1891
(Address, including zip code, and telephone number, including area code, of
issuer's principal executive offices)
DAVID W. PORTER, ESQUIRE
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
INTERFACE, INC.
2859 PACES FERRY ROAD, SUITE 2000, ATLANTA, GEORGIA 30339
(404) 319-6471
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
G. KIMBROUGH TAYLOR, ESQUIRE
KILPATRICK & CODY
1100 PEACHTREE STREET, ATLANTA, GEORGIA 30309-4530
TELEPHONE: (404) 815-6500
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
possible after this Registration Statement becomes effective, and following the
merger (the "Merger") of a subsidiary of the Registrant with and into Prince
Street Technologies, Ltd., a Georgia corporation ("PST"), pursuant to which the
securities registered for resale hereby will be issued to the selling
securityholders described in the enclosed Prospectus.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
INTERFACE, INC.
CROSS REFERENCE SHEET
Pursuant to Item 501(b) of Regulation S-K, showing the location in the
Prospectus of the information required by Part I of Form S-4 as
amended to Form S-3.
<TABLE>
<CAPTION>
Item Number and Caption in Form S-4 as amended to Form S-3 Location or Caption in Prospectus
- ---------------------------------------------------------- ---------------------------------
<S> <C> <C>
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus . . . . Cover Page of Registration
Statement; Cross Reference Sheet; Outside
Front Cover Page
2. Inside Front and Outside Back Cover Pages
of Prospectus . . . . . . . . . . . . . . . . . Inside Front Cover Page; Outside
Back Cover Page
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges. . . . . . . . . . . . Table of Contents; Incorporation of Certain
Documents By Reference
4. Use of Proceeds . . . . . . . . . . . . . . . . . Outside Front Cover Page
5. Determination of Offering Price . . . . . . . . . Not Applicable
6. Dilution . . . . . . . . . . . . . . . . . . . . Not Applicable
7. Selling Security Holders . . . . . . . . . . . . Selling Shareholders and Plan of Distribution
8. Plan of Distribution . . . . . . . . . . . . . . Selling Shareholders and Plan of Distribution
9. Description of Securities to be Registered . . . Not Applicable
10. Interests of Named Experts and Counsel . . . . . Legal Matters
11. Material Changes . . . . . . . . . . . . . . . . Not Applicable
12. Incorporation of Certain Information By
Reference . . . . . . . . . . . . . . . . . . . . Incorporation of Certain Information By
Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities. . Not Applicable
</TABLE>
<PAGE> 3
SUBJECT TO COMPLETION, DATED MARCH 23, 1994
PROSPECTUS
674,953 SHARES
INTERFACE, INC.
CLASS A COMMON STOCK
The shares of Class A Common Stock ("Interface Class A Stock") of
Interface, Inc. ("Interface") to which this Prospectus relates may be offered
from time to time for the account of certain persons (the "Selling
Shareholders") identified in this Prospectus under the heading "Selling
Shareholders and Plan of Distribution". Interface will receive none of the net
proceeds of any of such sales.
Sales pursuant to this Prospectus may be effected by the Selling
Shareholders from time to time through various methods, including in ordinary
broker's transactions, transactions directly with market makers or in privately
negotiated transactions, at such prices and on such terms as may then be
obtainable. See "Selling Shareholders and Plan of Distribution".
The Interface Class A Stock is traded in The Nasdaq National Market.
On March 21, 1994, the last reported sales price of the Interface Class A Stock
in The Nasdaq National Market was $14 5/8 per share. THE INTERFACE CLASS A
STOCK HAS LIMITED VOTING RIGHTS. FOR A DESCRIPTION OF SUCH LIMITED RIGHTS, SEE
"LIMITED VOTING RIGHTS OF INTERFACE CLASS A STOCK" HEREIN.
_______________
THE SECURITIES TO WHICH THIS PROSPECTUS RELATES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRE-
SENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
_______________
The date of this Prospectus is March __, 1994.
<PAGE> 4
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY INTERFACE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE
SECURITIES DESCRIBED IN THIS PROSPECTUS OR AN OFFER TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
DISTRIBUTION OF THE SECURITIES DESCRIBED HEREIN SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF
INTERFACE SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR SINCE THE DATES AS OF
WHICH CERTAIN INFORMATION IS SET FORTH HEREIN.
TABLE OF CONTENTS
Page
----
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 2
INCORPORATION OF DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . 3
SELLING SHAREHOLDERS AND PLAN OF DISTRIBUTION . . . . . . . . . . . . . . 4
THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
LIMITED VOTING RIGHTS OF INTERFACE CLASS A STOCK . . . . . . . . . . . . 7
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
AVAILABLE INFORMATION
Interface is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission"). Reports, proxy statements, and
other information filed by Interface with the Commission pursuant to the
information requirements of the Exchange Act may be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following Regional Offices of the
Commission: New York Regional Office, 75 Park Place, 14th Floor, New York, New
York 10007; and Chicago Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60606. Copies of such material can also be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
This Prospectus constitutes a part of a registration statement
(together with all amendments and exhibits, the "Registration Statement") filed
by Interface with the Commission under the Securities Act of 1933, as amended
(the "Securities Act"). This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information with respect to Interface and the securities described
herein, reference is made to the Registration Statement and the exhibits filed
as a part thereof. Statements contained in this Prospectus regarding the
contents of any contract, agreement or other document referred to are not
necessarily complete, and in each instance reference is made to the copy of
such contract, agreement or document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference. The Registration Statement, including the exhibits thereto, may be
inspected without charge at the principal office of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, and copies of all or any part thereof may
be obtained from such office upon payment of the prescribed fees.
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INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference into this
Prospectus and are deemed to be a part hereof from the date of the filing of
such documents:
(1) Interface's Annual Report on Form 10-K for the fiscal year
ended January 3, 1993, as amended May 6, 1993, March 2, 1994 and March 23,
1994;
(2) Interface's Quarterly Reports on Form 10-Q for the quarters
ended April 4, 1993, July 4, 1993, as amended March 2, 1994, and October 3,
1993, as amended March 2, 1994;
(3) Interface's Current Report on Form 8-K, dated July 6, 1993, as
amended August 30, 1993 and September 2, 1993; and
(4) The description of Interface's Class A Common Stock contained
in the registration statement on Form 8-A, filed with the Commission on April
30, 1984, as amended by Form 8 filed August 19, 1988;
In addition, all documents filed by Interface pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of any offering hereunder shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (OTHER THAN EXHIBITS
TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY
REFERENCE HEREIN) ARE AVAILABLE, WITHOUT CHARGE, UPON REQUEST FROM ANY PERSON
TO WHOM THIS PROSPECTUS IS DELIVERED, INCLUDING ANY BENEFICIAL OWNER, TO DANIEL
T. HENDRIX, VICE PRESIDENT-FINANCE, INTERFACE, INC., P.O. BOX 1503, LAGRANGE,
GEORGIA 30241, TELEPHONE NUMBER (706) 882-1891.
Interface's principal place of business is located at Orchard Hill
Road (P.O. Box 1503) LaGrange, Georgia 30241 and its telephone number is (706)
882-1891.
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<PAGE> 6
SELLING SHAREHOLDERS AND PLAN OF DISTRIBUTION
The shares of Interface Class A Stock were acquired by the Selling
Shareholders from Interface in a merger transaction (the "Merger") in which
Interface acquired Prince Street Technologies, Ltd. ("PST"), the business
formerly owned by the Selling Shareholders. See "THE MERGER". No Selling
Shareholder owns any shares of Interface Class A Stock as of the date of this
Prospectus other than the shares being registered for resale pursuant to this
Prospectus, as set forth below. Each Selling Shareholder is acting as
principal for his, her or its own account and has registered for possible
resale the entire amount held by such person.
Name Amount Offered for Sale
---- -----------------------
Robert S. Weiner 424,682
John and Nancy O'Donnell 98,681
Randall J. Hatch 50,856
Jacqueline A. Colando 54,327
Steven C. Andrade 23,112
Robert D. Williams 16,458
Traccton Corp. 6,837
Each Selling Shareholder, other than the corporate entity Traccton
Corp., Mrs. Colando and Mr. and Mrs. O'Donnell, was an employee of PST at the
time of the Merger. Dr. Weiner and Messrs. Hatch and Williams were also
executive officers of PST; Dr. Weiner and Messrs. Hatch, Williams and
O'Donnell were directors of PST; and Dr.Weiner was PST's Chairman, Chief
Executive Officer, and controlling person (owning beneficially approximately
50% of PST's outstanding stock at the time of the Merger). Interface expects
that all Selling Shareholders who were employees of PST at the time of the
Merger will continue at PST, although none of these persons has entered into an
employment agreement. As of the date hereof, no Selling Shareholder is an
executive officer or director of Interface. See "THE MERGER - Certain
Pre-Merger Relationships" for a description of certain relationships between
Interface and the Selling Shareholders or their former company (PST) prior to
the Merger.
The shares of Interface Class A Stock may be offered and sold by or
for the account of the Selling Shareholders from time to time as market
conditions permit in The Nasdaq National Market, or otherwise, at prices and on
terms then prevailing or in negotiated transactions. The shares of Interface
Class A Stock may be sold by one or more of the following methods, without
limitation: (a) a block trade in which a broker or dealer so engaged will
attempt to sell the shares as agent, but may position and resell a portion of
the block as principal to facilitate the transaction; (b) purchases by a broker
or dealer (including a market maker) as principal and resale by such broker or
dealer for its account pursuant to this Prospectus; (c) ordinary brokerage
transactions and transactions in which the broker solicits purchasers; and (d)
face-to-face transactions between sellers and purchasers without a
broker-dealer. In effecting sales, brokers or dealers engaged by the Selling
Shareholders may arrange for other brokers or dealers to participate. Such
brokers or dealers may receive commissions or discounts from Selling
Shareholders in amounts to be negotiated. Such brokers and dealers and any
other participating brokers or dealers may be deemed to be "underwriters"
within the meaning of the Securities Act, in connection with such sales.
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<PAGE> 7
THE MERGER
BACKGROUND AND GENERAL
The shares of Interface Class A Stock to which this Prospectus relates
were issued to the Selling Shareholders in the Merger, consummated on March __,
1994. In the Merger, a wholly-owned subsidiary of Interface merged with and
into PST, immediately following the merger (the "PST/PSHC Combination") with
and into PST of Prince Street Holding Company, a Georgia corporation ("PSHC")
and the parent company of PST, with the result that Interface acquired PST.
The Selling Shareholders, each of whom was a shareholder of PST at the
effective time of the Merger, received the shares of Interface Class A Stock in
consideration of the conversion of all of the outstanding shares of PST. The
Merger was consummated pursuant to the terms of an Acquisition Agreement dated
as of December 3, 1993 (the "Acquisition Agreement") among Interface, the
Selling Shareholders, PST and PSHC.
Interface, through its various subsidiaries, manufactures and sells in
domestic and international markets carpet tiles under the Interface(R) and
Heuga(R) brands, and interior fabrics under the Guilford of Maine(R) and Steven
Linens(TM) brands, for use in offices, healthcare facilities, airports,
educational and other institutions and retail facilities. Through its Bentley
Mills subsidiary, which it acquired during the second quarter of 1993, the
Company also manufactures and sells high quality, designer-oriented broadloom
carpeting used primarily for commercial and institutional applications. In
addition, Interface manufactures and sells chemicals used in various rubber and
plastic products, and offers Intersept(R), a proprietary antimicrobial
chemical, under a licensing program to manufacturers of other products.
PST, at the time of the Merger, was engaged in the manufacture and
distribution of innovative and technically advanced tufted broadloom carpeting
specified by interior designers and architects and sold to flooring contractors
for use by end-users in commercial interiors. While most of PST's sales are in
the corporate segment of the commercial market, PST also has sales in the
hospitality, healthcare, and retail segments of the commercial market. PST's
Prince Street Technologies(R) products center around multi-dimensional textured
carpets with a hand-tufted look. Its texturing mechanism is its proprietary
tufting and "tip-shearing" process, which it markets under the trademark
SculptureWeave(R). PST has also developed a new proprietary process,
SculptureWeave II, which provides PST with the capability to create new types
of products that have both styling and performance advantages over existing
techniques. PST has also developed Access Back(R), a patented broadloom
backing system that offers the virtues of tufted carpet with the benefits of
carpet tiles. PST's carpets contain anti-static fibers in both the yarn and
carpet backing to ensure that the user will not experience electric shocks.
PST focuses on developing unique products that replicate a designer's
specifications, and it emphasizes service to designers. PST believes it
provides the interior design industry with the widest range of colors and
styles in the carpet industry, and it can generally provide samples of standard
carpets to customers in as little as one day and samples of customized products
in less than one week. As a result of its emphasis on service and unique
products, PST has received design awards from the interior design industry,
including the 1993 "DOC" Awards - Monsanto Challenge - for outstanding product
development (four awards); the 1992 "DOC" Awards - Monsanto Challenge - for
outstanding product development (three awards); 1991 Roscoe Award for
outstanding achievement and product design; and 1991 "DOC" Awards - Monsanto
Challenge - for outstanding product development (one award).
PSHC, at the time of the PST/PSHC Combination, was the parent company
of PST. PST was the only operating subsidiary of PSHC, and PSHC was not
otherwise engaged in any business operations and did not own any other
significant assets. As a result of the PST/PSHC Combination effected
immediately prior to the Merger, PSHC no longer existed as a separate entity at
the time of the Merger.
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<PAGE> 8
CERTAIN PRE-MERGER RELATIONSHIPS
During 1990, PST began to seek additional capital in order to finance
expansion of its operations, equipment purchases and other working capital
requirements. PST had discussions with several potential sources of capital
about a variety of financing options. On July 20, 1990, Interface and PST
entered into a financing arrangement pursuant to which Interface and PST
executed a loan agreement for a $3,700,000 credit facility (the "Loan
Agreement"), and PST granted Interface a stock subscription warrant to acquire
between 15% and 40% of the equity of PST, the actual percentage to be
determined based upon PST's financial performance during its 1991 through 1994
fiscal years. Additionally, all of the shareholders of PST executed a stock
option agreement (the "Stock Option Agreement") in favor of Interface pursuant
to which Interface was granted an option to acquire all of the outstanding
shares of PST from such shareholders for a price determined pursuant to certain
formulae set forth in the Stock Option Agreement. In addition, Interface was
also granted, under the Stock Option Agreement, a right of first refusal if the
shareholders of PST desired to sell their PST shares or substantially all of
the assets of PST to a third party. It was pursuant to Interface's exercise of
that right of first refusal that Interface, PST, PSHC, and the Selling
Shareholders negotiated the Acquisition Agreement and ultimately consummated
the Merger.
Loan Agreement. Under the Loan Agreement, Interface agreed to lend
$3,000,000 to PST pursuant to a fixed rate promissory note (the "Fixed Rate
Note") and committed to lend an additional $700,000 to PST pursuant to a
floating rate promissory note (the "Floating Rate Note"). The Fixed Rate Note
provides for interest to accrue at eight percent (8%) per annum, payable
quarterly. The Floating Rate Note provides for interest to accrue at the prime
rate of interest charged by Bankers Trust Company, adjusted quarterly, plus
one-half (1/2) percentage point per annum, payable quarterly; as of March 1,
1994, the effective rate was six and one-half per cent (6 1/2%). The principal
outstanding on each of the Fixed Rate Note and the Floating Rate Note is
payable, by their respective terms, in a single balloon payment on the earlier
of (a) thirty (30) days after (but not earlier than October 31, 1994) (i)
Interface delivers notice of its intention to surrender its option, or
terminate a previous election to exercise its option under the Stock Option
Agreement or (ii) expiration of the option period provided for in the Stock
Option Agreement without Interface having elected to exercise its option, or
(b) seven days after the closing of the purchase of all of the stock of PST
pursuant to an exercise by Interface of its option under the Stock Option
Agreement. The Fixed Rate Note further provides for a $2,000,000 mandatory
prepayment prior to its maturity date upon the death of Robert S. Weiner, who
is a Selling Shareholder and was the controlling person of PST at the time of
the Merger. As of the date hereof, $3,000,000 in principal is outstanding
under the Fixed Rate Note, and $563,498 in principal is outstanding under the
Floating Rate Note.
Business Relations Agreement. On July 20, 1990, Interface and PST
also entered into a business relations agreement, whereby each party agreed,
through March 31, 1995, to promote the products of the other with their
respective customers in certain situations where such customers had a need for
products sold by the other party. That agreement was terminated by Interface
on January 14, 1993 in accordance with its rights thereunder.
Non-Competition Agreement. As an inducement to Interface to enter
into the Acquisition Agreement and to consummate the Merger, Robert S. Weiner,
the Chairman and Chief Executive Officer of PST and PSHC, agreed to a
non-competition covenant in the Acquisition Agreement (the "Non-Compete") that
commenced on the date of closing of the Merger (the "Closing Date") and ends on
the fourth anniversary thereof. Except as described in the next sentence, the
Non-Compete prohibits Dr. Weiner from engaging in, consulting with, or owning,
controlling, managing or otherwise participating in the ownership, control or
management of a business engaged in the manufacture, purchase for resale, sale,
or distribution, within any part of the continental United States or Canada, of
broadloom carpet (including, without limitation, tufted carpet in any roll
width) or carpet tile, except as an employee on behalf of PST or its
affiliates. Dr. Weiner is not prohibited from engaging in, consulting with, or
owning, controlling, managing or otherwise participating in the ownership,
control, or management of an entity that manufactures, sells or distributes
broadloom carpet solely and exclusively for use in the residential end user
market, and that neither manufactures, sells or distributes any broadloom
carpet or carpet tiles for use in any market other than the residential end
user market, nor is affiliated with any entity that manufactures, sells or
distributes
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<PAGE> 9
broadloom carpet or carpet tile for use in any market other than the
residential end user market. Dr. Weiner is also restricted by the Non-Compete
from (i) soliciting the patronage of any person or entity to whom PST sold any
products during the 12-month period immediately preceding the Closing Date, or
(ii) soliciting or inducing any person employed by PST or PSHC to leave such
employment, whether or not such employment is pursuant to a written contract.
CERTAIN RESTRICTIONS ON THE SELLING SHAREHOLDERS
Each of the Selling Shareholders has agreed, pursuant to the
Acquisition Agreement, that, on any particular day during the period commencing
on the Closing Date and continuing through the third anniversary thereof (each
a "Sale Date"), the Selling Shareholder will not sell or otherwise dispose of
any Interface Class A Stock in excess of the number of shares equal to (i)
100,000 shares or, until the 30th day after the Closing Date, 250,000 shares
(as applicable, the "Base Monthly Number") minus (ii) the aggregate number of
shares of Interface Class A Stock sold or disposed of by all of the
Shareholders during the 30 calendar-day period ending on the date immediately
before the Sale Date.
LIMITED VOTING RIGHTS OF INTERFACE CLASS A STOCK
The Interface articles of incorporation divide the common stock of
Interface into two classes -- Interface Class A Stock, which includes the
shares being offered by the Selling Shareholders herein, and Class B Common
Stock -- and provide that, except with respect to the election and removal of
directors and except as required by the Georgia Business Corporation Code,
holders of both classes of Interface common stock vote as a single class on all
matters and are entitled to cast one vote per share. Neither class has
cumulative voting rights. Holders of the Interface Class B Common Stock
("Interface Class B Stock") are entitled as a class to elect a majority of the
Interface Board of Directors, and holders of the Interface Class A Stock are
entitled as a class to elect the remaining directors. Accordingly, the holders
of a majority of the Interface Class B Stock are able to control the management
of Interface.
LEGAL MATTERS
Certain legal matters regarding the issuance of the shares of
Interface Class A Stock to the Selling Shareholders in the Merger have been
passed upon for Interface by the law firm of Kilpatrick & Cody, Atlanta,
Georgia. As of March 21, 1994, partners and associates of Kilpatrick & Cody
who worked on this matter owned an aggregate of 5,000 shares of Interface
Class A Stock.
EXPERTS
The consolidated financial statements and schedules of Interface
incorporated by reference in this Prospectus have been audited by BDO Seidman,
independent certified public accountants, to the extent and for the periods set
forth in their reports incorporated herein by reference and are incorporated
herein in reliance upon such reports given upon the authority of said firm as
experts in auditing and accounting.
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<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses to be incurred
in connection with the distribution of the securities registered hereby. The
Selling Shareholders (as a group) are responsible for the payment of 50% of the
expenses in connection with this registration, and the Registrant is
responsible for payment of the remaining 50% of such expenses.
Registration fee under the Securities Act of 1933 . . . . . . . . . . . $808.96
NASDAQ listing fee . . . . . . . . . . . . . . . . . . . . . . . . . 13,499.12
Printing and Edgarizing expenses . . . . . . . . . . . . . . . . . . 12,000.00
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . 100,000.00
Accounting fees and expenses . . . . . . . . . . . . . . . . . . . . 65,000.00
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,691.92
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $200,000.00
==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted under Georgia law, the Registrant's 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.
Article VII of the bylaws of the Registrant authorizes indemnification
of the Registrant's 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
to the Registrant or 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
II-1
<PAGE> 11
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 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following exhibits are filed as part of this Registration
Statement:
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C> <C> <C>
4.1 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 (the "1992 10-K")
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).
4.2 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).
4.3 Form of Indenture between the Registrant and The Citizens &
Southern National Bank (now known as NationsBank of Georgia,
N.A.), as Trustee (including Specimen Debenture as Exhibit A)
(included as Exhibit 4(a) to the Registrant's registration
statement on Form S-3, File No. 33-23903, previously filed
with the Commission and incorporated herein by reference).
4.4 Registration Rights Agreement (holders of Series A Preferred
Stock), dated June 22, 1993 (included as Exhibit 4.2 to the
Registrant's current report on Form 8-K, filed with the
Commission on July 7, 1993 and incorporated herein by
reference).
5 Opinion of Kilpatrick & Cody as to the legality of the shares. *
23. (a) Consent of BDO Seidman.
(b) Consent of Kilpatrick & Cody (included in Exhibit 5). *
</TABLE>
II-2
<PAGE> 12
<TABLE>
<S> <C> <C>
24. Power of Attorney *
99(a) Acquisition Agreement dated December 3, 1993, by and among the
Registrant, Robert S. Weiner, Randall J. Hatch, Nancy
O'Donnell, John O'Donnell, Jacqueline A. Colando, Traccton
Corp., Prince Street Holding Company, Steven C. Andrade and
Robert D. Williams. **
99(b) First Amendment to Second Amended and Restated Credit
Agreement dated as of December 1, 1993, among the Registrant
(and certain direct and indirect subsidiaries), Trust Company
Bank and The First National Bank of Chicago. ***
99(c) Subsidiaries of the Registrant. ****
</TABLE>
___________________________________
* Previously filed
** Previously filed as Exhibit 2.1
*** Previously filed as Exhibit 10.12(b)
**** Previously filed as Exhibit 21
(b) The following Financial Statement Schedules of the Registrant are
incorporated herein by reference to the Registrant's annual report on Form
10-K, as amended, for the year ended January 3, 1993:
Schedule V -- Property, Plant and Equipment
Schedule VI -- Accumulated Depreciation, Depletion and Amortization of
Property, Plant and Equipment
Schedule VIII -- Valuation and Qualifying Accounts and Reserves
Schedule X -- Supplementary Income Statement Information
ITEM 17. UNDERTAKINGS.
(A)(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;
(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.
(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.
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<PAGE> 13
(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 this
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) 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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<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of LaGrange, State of
Georgia, on March 16, 1994.
INTERFACE, INC.
By:/s/ Ray C. Anderson
-----------------------------------------
Ray C. Anderson
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities indicated on the 16th day of March, 1994.
/s/ Ray C. Anderson Chairman of the Board, President and
- --------------------- Chief Executive Officer
Ray C. Anderson (Principal Executive Officer)
* Vice President-Finance, Chief Financial Officer
- --------------------- and Treasurer
Daniel T. Hendrix (Principal Financial and Accounting Officer)
* Director
- ---------------------
Donald H. Lee
* Director
- ---------------------
Donald E. Russell
* Director
- ---------------------
Grant E. Todd
* Director
- ---------------------
C. Edward Terry
* Director
- ---------------------
David Milton
<PAGE> 15
* Director
- --------------------
Leonard G. Saulter
* Director
- --------------------
Carl I. Gable
* Director
- --------------------
J. Smith Lanier, II
* Director
- --------------------
James C. Abegglen
* Director
- --------------------
David G. Thomas
* Director
- --------------------
Arie Glimmerveen
__________________________________________________
* By: /s/ Ray C. Anderson
-------------------------------------------
As attorney-in-fact
<PAGE> 1
Exhibit 23(a)
Consent of Independent Certified Public Accountants
Interface, Inc.
LaGrange, Georgia
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our reports dated
February 16, 1993, relating to the consolidated financial statements and
schedules of Interface, Inc. appearing in the Company's Form 10-K, as amended,
for the year ended January 3, 1993.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/s/ BDO Seidman
----------------
BDO Seidman
Atlanta, Georgia
March 23, 1994
