<PAGE>
As filed with the Securities and Exchange Commission on August 16, 1996.
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. KEY EMPLOYEE STOCK OPTION PLAN (1993)
(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) 319-6471
(Name, Address and Telephone Number, Including Area Code, of Agent
for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Unit Aggregate Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock, 450,000 shares $15.0625<F1> $6,778,125<F1> $2,337.28
Class A or B
$.10 par value
- ------------------------------------------------------------------------------------------------------------------
<FN>
<F1> Determined in accordance with Rule 457(h) under the Securities Act of 1933, based on $15.0625, the
average of the high and low sale prices quoted on the NASDAQ National Market System on August 13, 1996.
- -------------------------------------------------------------------------------------------------------------------
</FN>
</TABLE>
<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 by reference.
ITEM 8. EXHIBITS
The exhibits included as part of this Registration Statement are as
follows:
Exhibit Number Description
4(a) Amendment No. 2 to the Interface, Inc. Key
Employee Stock Option Plan (1993) (included as
Exhibit 10.5 to the Registrant's Annual report
on Form 10-K for the fiscal year ended December
31, 1995 previously filed with the Commission
and incorporated herein by reference)
5(a) & 23(a) Opinion and Consent of Counsel to Registrant
23(b) Consent of BDO Seidman, LLP
24 Power of Attorney (See Signature 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 Atlanta, State of
Georgia, on August 16, 1996.
INTERFACE, INC.
By: /s/ Ray C. Anderson
Ray C. Anderson, Chairman of the Board,
Chief Executive Officer and President
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 and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Ray C. Anderson Chairman of the Board, Chief August 16, 1996
Ray C. Anderson Executive Officer and President
(PRINCIPAL EXECUTIVE OFFICER)
/s/ Daniel T. Hendrix Senior Vice President, Chief August 16, 1996
Daniel T. Hendrix Financial Officer and Treasurer
(PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)
/s/ Brian L. DeMoura Director August 16, 1996
Brian L. DeMoura
/s/ Charles R. Eitel Director August 16, 1996
Charles R. Eitel
<PAGE>
/s/ David Milton Director August 16, 1996
David Milton
/s/ Don E. Russell Director August 16, 1996
Don E. Russell
/s/ Gordon D. Whitener Director August 16, 1996
Gordon D. Whitener
/s/ Carl I. Gable Director August 16, 1996
Carl I. Gable
/s/ Dr. June M. Henton Director August 16, 1996
Dr. June M. Henton
/s/ J. Smith Lanier, II Director August 16, 1996
J. Smith Lanier, II
- ----------------------------- Director August 16, 1996
Leonard G. Saulter
/s/ Clarinus C. Th. van Andel Director August 16, 1996
Clarinus C. Th. van Andel
</TABLE>
<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
5(a) & 23(a) Opinion and Consent of Counsel to Registrant
23(b) Consent of BDO Seidman, LLP
24 Power of Attorney (See Signature Page)
Exhibit 5(a) and 23(b)
INTERFACE, INC.
2859 Paces Ferry Road
Suite 2000
Atlanta, Georgia 30339
August 26, 1996
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 counsel for Interface, Inc., a Georgia corporation
(the "Company"), in my capacity as Vice President, General Counsel and
Secretary of 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
450,000 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. 2 to the Plan dated February 27, 1996
("Amendment No. 2"). 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 the shares of Common Stock as I have deemed
relevant under the circumstances.
On the basis of the foregoing, it is my opinion that:
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 Class B shares), par value $.10 per share, and 5,000,000 shares of
Preferred Stock, par value $1.00 per share.
The Plan and the proposed offer and sale thereunder of up to
450,000 shares of Common Stock authorized pursuant to Amendment No. 2
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 validly issued, fully-paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to said
Registration Statement.
Sincerely,
/s/ Raymond S. Willoch
Raymond S. Willoch, Vice President, Secretary
and General Counsel
Exhibit 23(b)
BDO Seidman, LLP
Accountants and Consultants
238 Peachtree Center Avenue, Suite 800
Atlanta, Georgia 30303-1230
Telephone: (404) 688-6841
Fax: (404) 688-1075
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Interface, Inc.
Atlanta, Georgia
We hereby consent to the incorporation by reference in the
Prospectus constituting a part of this Registration Statement of
our reports dated February 27, 1996, relating to the consolidated
financial statements and financial statement schedule II
(Valuation and Qualifying Accounts and Reserves) of Interface,
Inc., appearing in the Company's Annual Report on Form 10-K for
the year ended December 31, 1995.
We also consent to the reference to us under the caption
"Experts" in the Prospectus.
/s/ BDO Seidman, LLP
BDO SEIDMAN, LLP
Atlanta, Georgia
August 16, 1996
