<PAGE>
As filed with the Securities and Exchange Commission on August 10, 1994.
File No. 33-________
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)
Orchard Hill Road
P.O. Box 1503
LaGrange, Georgia 30241
----------------------------------------------------
(Address and Zip Code of Principal Executive Offices)
INTERFACE, INC. KEY EMPLOYEE STOCK OPTION PLAN (1993)
----------------------------------------------------
(Full Title of the Plan)
Raymond S. Willoch
Assistant Vice President and Corporate Counsel
INTERFACE, INC.
Suite 2000
2859 Paces Ferry Road
Atlanta, Georgia 30339
(404) 319-6471
--------------------------------------------------------
(Name, Address and Telephone Number, Including Area Code,
of Agent for Service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
=================================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered Per Unit Offering Price Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 500,000 shares $ 12.25 <F1> $6,125,000 <F1> $2,112.00
Class A or B,
$.10 par value
- -----------------------------------------------------------------------------------------------------------------------------------
<FN>
<FN1> Determined in accordance with Rule 457(h) under the Securities Act of 1933,
based on $12.25, the average of the high and low sale prices of Class A Common Stock
quoted on the NASDAQ National Market System on August 8, 1994.
====================================================================================================================================
</TABLE>
<PAGE>
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registration Statement on Form S-8
filed with the Securities and Exchange Commission on October 1,
1993, File No. 33-69808, are incorporated herein by reference.
ITEM 8. EXHIBITS
The exhibits included as part of this Registration
Statement are as follows:
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- ------------
<C> <S>
4(a) Amendment No. 1 to the Interface,
Inc. Key Employee Stock Option Plan
(1993) (included as Exhibit 10.7 to
the Registrant's Annual Report on
Form 10-K for the fiscal year ended
January 2, 1994 previously filed
with the Commission and
incorporated herein by reference)
5(a) Opinion and Consent of Counsel to
Registrant
23(a) Same as Exhibit 5(a)
23(b) Consent of BDO Seidman
</TABLE>
- 2 -<PAGE>
<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 LaGrange, State of Georgia, on, July 26, 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, this
Registration Statement has been signed by the following persons
in the capacities and on the date indicated. Each of the persons
whose signature appears below hereby authorizes Ray C. Anderson
and Daniel T. Hendrix and each of them, as attorneys-in-fact, to
sign in his name and behalf individually and in each capacity
designated below, and to file, any amendments, including post-
effective amendments, to this Registration Statement.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<C> <S> <C>
/s/ Ray C. Anderson Chairman of the 7/26/94
- ----------------------- Board, President and
Ray C. Anderson Chief Executive
Officer (Principal
Executive Officer)
/s/ Daniel T. Hendrix Vice President - 7/26/94
- ------------------------ Finance, Chief
Daniel T. Hendrix Financial Officer
and Treasurer
(Principal Financial
and Accounting
Officer)
/s/ Brian L. Demoura Director 7/26/94
- --------------------------
Brian L. DeMoura
- 3 -<PAGE>
<PAGE>
/s/ Charles R. Eitel Director 7/26/94
- --------------------------
Charles R. Eitel
/s/ David Milton Director 7/26/94
- --------------------------
David Milton
/s/ Royce R. Renfroe Director 7/26/94
- --------------------------
Royce R. Renfroe
/s/ Don E. Russell Director 7/26/94
- --------------------------
Don E. Russell
/s/ C. Edward Terry Director 7/26/94
- ---------------------------
C. Edward Terry
/s/ Carl I. Gable Director 7/26/94
- ----------------------------
Carl I. Gable
/s/ Arie Glimmerveen Director 7/26/94
- ----------------------------
Arie Glimmerveen
/s/ J. Smith Lanier, II Director 7/26/94
- -----------------------------
J. Smith Lanier, II
/s/ Leonard G. Saulter Director 7/26/94
- -----------------------------
Leonard G. Saulter
/s/ David G. Thomas Director 7/26/94
- -----------------------------
David G. Thomas
/s/ Clarinus C. Th. van Andel Director 7/26/94
- -----------------------------
Clarinus C. Th. van Andel
</TABLE>
- 4 -<PAGE>
<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<C> <S>
5(a) Opinion and Consent of Counsel to
Registrant
23(a) Same as Exhibit 5(a)
23(b) Consent of BDO Seidman
- 5 -
</TABLE>
EXHIBIT 5(A)
July 29, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street
Washington, D.C.
Re: Form S-8 Registration Statement --
Interface, Inc. Key Employee Stock
Option Plan (1993)
------------------------------------
Gentlemen:
I have acted as in-house counsel for Interface, Inc., a Georgia
corporation (the "Company"), in the preparation of the referenced
Form S-8 Registration Statement relating to the Company's Key
Employee Stock Option Plan (1993) (the "Plan") and the proposed
offer and sale of up to 500,000 shares of the Company's Class A
or Class B common stock, $.10 par value (the "Common Stock")
pursuant thereto, which were authorized for issuance pursuant to
Amendment No. 1 to the Plan dated February 22, 1994 ("Amendment
No. 1"). In connection with the preparation of said Registration
Statement, I have examined certificates of public officials and
originals or copies of such corporate records, documents and
other instruments relating to the authorization of the Plan and
the authorization and issuance of such shares of Common Stock as
I have deemed relevant under the circumstances.
On the basis of the foregoing, it is my opinion that:
1. The Company was duly organized and incorporated
and is validly existing under the laws of the State of Georgia,
with an authorized capitalization consisting of 80,000,000 shares
of Common Stock (Class A and B shares), par value $.10 per share
and 5,000,000 shares of Preferred Stock, par value $1.00 per
share.
2. The Plan and the proposed offer and sale
thereunder of up to 500,000 shares of Common Stock authorized
pursuant to Amendment No. 1 have been duly authorized by the
Board of Directors of the Company, and the shares, when issued in
accordance with the terms and conditions of the Plan, will be
legally issued, fully-paid and nonassessable.
<PAGE>
Securities and Exchange Commission
Page 2
July 29, 1994
I hereby consent to the filing of this opinion as an
exhibit to said Registration Statement.
Sincerely,
/s/ David W. Porter
________________________________
David W. Porter
Vice President, and General
Counsel
Interface, Inc.
Exhibit 23(a)
See Exhibit 5(a).
Exhibit 23(b)
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, 1994, relating to the consolidated
financial statements and schedules of Interface, Inc. appearing
in the Company's Annual Report on Form 10-K for the year ended
January 2, 1994.
We also consent to the reference to us under the caption
"Experts" in the Prospectus.
/s/ BDO Seidman
----------------------
BDO SEIDMAN
Atlanta, Georgia
August 8, 1994
