form8-k.htm
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________
FORM
8-K
____________________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of Earliest Event Reported): May 21, 2009
_____________________________
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INTERFACE, INC.
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(Exact
name of Registrant as Specified in its
Charter)
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Georgia
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000-12016
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58-1451243
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(State
or other Jurisdiction of
incorporation
or Organization)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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2859
Paces Ferry Road, Suite 2000
Atlanta,
Georgia
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30339
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(Address
of principal executive offices)
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(Zip
code)
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Registrant’s
telephone number, including area code: (770) 437-6800
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
On May
21, 2009, the Company’s shareholders approved an amendment and restatement of
the Interface, Inc. Executive Bonus Plan. (The amended and restated
plan was adopted by the Company’s Board of Directors on February 25, 2009,
subject to shareholder approval.) A description of the Interface,
Inc. Executive Bonus Plan, as amended and restated (the “Executive Bonus Plan”
or the “Plan”), is provided below, and a copy of the Plan is attached hereto as
Exhibit 99.1.
The
purposes of the Plan are to support the Company’s ongoing efforts to attract,
retain and develop exceptional executive talent and to enable the Company to
provide incentives directly linked to the Company’s objectives. The
amended and restated Plan is substantially similar to the former Executive Bonus
Plan which was approved by the shareholders in 2004. (The new Plan
replaces the former Executive Bonus Plan.) The Company’s shareholders
approved the Plan solely for the purpose of ensuring that bonuses paid to the
Company’s chief executive officer and its four other most highly compensated
executive officers (potential “Section 162(m) Officers”) are fully deductible
for tax purposes by the Company without regard to the limitations of Section
162(m) of the Internal Revenue Code.
The Plan
will be administered by the Compensation Committee of the Board of Directors,
which has full discretionary authority in all matters relating to the discharge
of its responsibilities and the exercise of its authority under the
Plan. All decisions of the Compensation Committee and its actions
with respect to the Plan will be final, binding and conclusive. The
Plan applies to executive officers of the Company. The Compensation
Committee will determine which of the Company’s executive officers will
participate in the Plan for each performance period. The Compensation
Committee specifically identifies any participants who it determines are Section
162(m) Officers with respect to each performance period.
The
Compensation Committee will establish the commencement date and end date for
each “performance period” during which corresponding performance objectives must
be met. The Compensation Committee will grant awards under the Plan
for each performance period at such time as it deems appropriate; provided,
that, awards to Section 162(m) Officers are made no later than 90 days after the
first day of each performance period. Potential bonuses payable under
the Plan will be tied to the attainment of specified performance objectives, are
not related to past performance, and are stated as a percentage of each
participant’s base salary. Performance objectives may relate to
attainment by the Company or a subsidiary or business unit of specified levels
or increases in any or all of the following: operating income, cash
flow, reduction of off-quality and waste, return on equity, earnings per share,
total earnings, return on capital, return on assets, earnings before interest
and taxes, gross margin, economic value added, sales, the fair market value of
the Company’s common stock, improvement in fixed charge coverage ratio, debt
reduction and/or cash accumulation, or measurable financial criteria associated
with credit facility, bond indenture or other covenants. In addition,
as to participants who are not Section 162(m) Officers, the Committee may
establish other performance objectives, including goals relating to individual
performance and non-financial objectives.
The
Compensation Committee will determine the extent to which the performance
objectives for the corresponding performance period have been attained and
determine the actual bonus amount payable to each participant in accordance with
the awards established for the performance period. The Compensation
Committee may not increase the amount of a Section 162(m) Officer’s bonus for
any reason. Subject to the foregoing, the Compensation Committee will
have the authority, in its sole discretion, to adjust the bonus payable to any
participant based on individual or Company performance factors during the
performance period that the Compensation Committee deems relevant.
The Board
of Directors may terminate the Plan at any time and may, from time to time,
amend the terms of the Plan; provided, however, that no such amendment shall
adversely affect any right of a participant with respect to any award previously
made, and provided further that no amendment that requires shareholder approval
for the Plan to continue to comply with Section 162(m) shall be effective absent
shareholder approval. To the extent required under Section 162(m) of
the Internal Revenue Code, the Plan will again be submitted to shareholders for
approval after five years.
ITEM
7.01 REGULATION FD DISCLOSURE.
Attached
hereto as Exhibit 99.2 is a copy of written materials that may be used by
Messrs. Daniel T. Hendrix and Patrick C. Lynch, the Company’s Chief Executive
Officer and Chief Financial Officer, respectively, in presentations to investors
and potential investors. Whether or not the information set forth therein
is properly considered to be material, we have elected, in this instance, to
make the information available generally to all persons who might consider it to
be useful for their respective purposes. The information includes
certain non-GAAP measures. Reconciliations of the respective non-GAAP
measures to the most comparable GAAP measures are contained in the
materials.
The
information set forth in this Item 7.01, including the exhibit attached hereto,
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, except as shall be expressly set forth
by specific reference in such filing.
ITEM
8.01 OTHER EVENTS.
On May 28, 2009, the Company issued a
press release announcing that it had commenced a private offering of
$150,000,000 aggregate principal amount of Senior Secured Notes due
2013. A copy of the press release is attached hereto as Exhibit 99.3
to this Report and is incorporated herein by reference.
ITEM
9.01 FINANCIAL STATEMENTS AND
EXHIBITS.
(d) Exhibits.
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Exhibit No.
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Description
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99.1
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Interface,
Inc. Executive Bonus Plan, adopted on February 25,
2009.
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99.2
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Investor
Presentation dated May 2009 (furnished pursuant to Item 7.01 of this
Report).
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99.3
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Press
Release of Interface, Inc., dated as of May 28, 2009, announcing
commencement of private debt
offering.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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INTERFACE,
INC.
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By:
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/s/
Patrick C.
Lynch
Patrick
C. Lynch
Senior
Vice President
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Date: May
28, 2009
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EXHIBIT
INDEX
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Exhibit No.
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Description
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99.1
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Interface,
Inc. Executive Bonus Plan, adopted on February 25,
2009.
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99.2
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Investor
Presentation dated May 2009 (furnished pursuant to Item 7.01 of this
Report).
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99.3
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Press
Release of Interface, Inc., dated as of May 28, 2009, announcing
commencement of private debt
offering.
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