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)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
====================================================================================================================
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
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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>
</TABLE>
<PAGE>
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).
<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
<PAGE>
/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
<PAGE>
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).
EXHIBIT 23
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
22, 1999, relating to the consolidated financial statements appearing in the
Company's Annual Report to Shareholders and schedule of Interface, Inc. which
are, respectively, incorporated by reference to, and included in, the Company's
Form 10-K for the year ended January 3, 1999.
We also consent to the reference to us under the caption "Experts" in
the Prospectus.
/s/ BDO Seidman LLP
BDO SEIDMAN, LLP
Atlanta, Georgia
December 27, 1999
