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): July 27, 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))
We are
filing this Current Report on Form 8-K to demonstrate the effects of our
adoption of two new accounting standards, as described below, that became
effective for us on December 29, 2008, which was the first day of our fiscal
year 2009. We are providing this information in connection with our
forthcoming filing of a Registration Statement on Form S-4, as required by the
Registration Rights Agreement dated as of June 5, 2009 by and among Interface,
Inc., Banc of America Securities LLC, Citigroup Global Markets Inc., Wachovia
Capital Markets, LLC and BB&T Capital Markets, a division of Scott &
Stringfellow, LLC related to our recently completed private offering of $150
million aggregate principal amount of 11 3/8% Senior Secured Notes due 2013
(included as Exhibit 4.3 to our Current Report on Form 8-K filed on June 11,
2009). Because our consolidated financial statements in our Annual
Report on Form 10-K for the fiscal year ended December 28, 2008 will be
incorporated by reference in the forthcoming Registration Statement, we are
making the information regarding the effects of our subsequent adoption of these
new accounting standards available in advance of our filing of such Registration
Statement pursuant to the requirements of the Securities and Exchange
Commission.
Effective
December 29, 2008, Interface, Inc. adopted Statement of Financial Accounting
Standards No. 160, “Noncontrolling Interests in Consolidated Financial
Statements – An Amendment of ARB No. 51” (“SFAS No. 160”), which
resulted in the retrospective reclassification of our prior liability for
minority interest to a new noncontrolling interest component of total
equity. Additionally, SFAS No. 160 requires an entity to present
net income and consolidated comprehensive income attributable to the parent and
the noncontrolling interests separately on the face of the consolidated
financial statements. Also effective on that date, we adopted FASB
Staff Position No. EITF 03-6-1, “Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities” (“FSP EITF
03-6-1”), which required us to retrospectively adjust the number of shares
included in our weighted average share calculations when determining both basic
and diluted net income attributable to Interface, Inc. per common share to
include unvested share-based payment awards.
Exhibit
99 to this Current Report on Form 8-K includes the information initially
presented under Item 6 (“Selected Financial Data”), Item 7 (“Management’s
Discussion and Analysis of Financial Condition and Results of Operations”) and
Item 8 (“Financial Statements and Supplementary Data”) in our Annual Report on
Form 10-K, as amended, for the fiscal year ended December 28, 2008 (the “Form
10-K”). Each such item has been revised in the attached Exhibit 99 to
demonstrate the retrospective effects of the adoption of SFAS No. 160 and FSP
EITF 03-6-1.
The
information in Exhibit 99 to this Current Report on Form 8-K does not reflect
events or developments that occurred after February 26, 2009, and does not
modify or update the disclosures in the Form 10-K in any way, other than to
demonstrate the retrospective effects of the adoption of SFAS No. 160, and FSP
EITF 03-6-1, as described above. The information in Exhibit 99 to
this Current Report on Form 8-K should be read in conjunction with the other
unaffected portions of the Form 10-K and any documents filed by the Company
under the Securities Exchange Act of 1934, as amended, subsequent to February
26, 2009.
ITEM
9.01 FINANCIAL STATEMENTS AND
EXHIBITS.
(d) Exhibits.
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Exhibit No.
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Description
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23
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Consent
of BDO Seidman, LLP
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99
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Revised
Selected Financial Data, Revised Management’s Discussion and Analysis of
Financial Condition and Results of Operations, and Revised Financial
Statements and Supplementary Data for the year ended December 28,
2008.
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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 and Chief Financial Officer
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Date: July
27, 2009
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EXHIBIT
INDEX
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Exhibit No.
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Description
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23
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Consent
of BDO Seidman, LLP
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99
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Revised
Selected Financial Data, Revised Management’s Discussion and Analysis of
Financial Condition and Results of Operations, and Revised Financial
Statements and Supplementary Data for the year ended December 28,
2008.
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