interfece_8k-122608.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): December 26,
2008
INTERFACE,
INC.
(Exact
name of Registrant as Specified in its Charter)
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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
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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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
2.05 Costs Associated with Exit or Disposal
Activities.
On December 26, 2008, the Company
committed to a restructuring plan intended to reduce costs across its worldwide
operations, and more closely align the Company’s operations with the current
demand levels. The plan primarily consists of ceasing manufacturing
operations at its facility in Belleville, Canada, and reducing its worldwide
employee base by a total of approximately 530 employees in the areas of
manufacturing, sales and administration. In connection with the
restructuring plan, the Company expects to report a pre-tax restructuring
charge in the fourth quarter of 2008 of approximately $11
million. The expected restructuring charge is comprised of employee
severance expense of approximately $8 million, impairment of assets of
approximately $2.5 million, and other exit costs of approximately $0.5
million. Approximately $8.5 million of the restructuring charge will
be future cash expenditures, primarily severance expense. The
restructuring plan is expected to be completed in the first quarter of 2009, and
is expected to yield annualized cost savings of approximately $30
million.
This Current Report on Form 8-K
contains statements which constitute “forward-looking statements” within the
meaning of the Securities Act of 1933, as amended, and the Securities Exchange
Act of 1934, as amended by the Private Securities Litigation Reform Act of
1995. Those forward-looking statements include statements regarding
the anticipated future charges, expenditures and savings relating to the
restructuring plan described above. In particular, all of the
anticipated charges, expenditures, savings and time frame relating to the
restructuring plan described above are estimates and are therefore subject to
change. The forward-looking statements set forth above involve a
number of risks and uncertainties that could cause actual results to differ
materially from any such statement, including risks and uncertainties associated
with economic conditions in the commercial interiors industry as well as the
risks and uncertainties discussed under the heading “Risk Factors” included in
Item 1A of the Company’s Quarterly Report on Form 10-Q for the quarter ended
September 28, 2008 and Annual Report on Form 10-K for the fiscal year ended
December 30, 2007, which discussion is incorporated herein by this
reference. Any forward-looking statements are made pursuant to the
Private Securities Litigation Reform Act of 1995 and, as such, speak only as of
the date made. The Company assumes no responsibility to update or
revise forward-looking statements made in this report and cautions readers not
to place undue reliance on any such forward-looking statements.
ITEM
2.06 Material Impairments.
The Company expects to incur a non-cash
charge of approximately $2.5 million in the fourth quarter of 2008 for
impairment of machinery, equipment and intangible assets in connection with the
restructuring plan described above in Item 2.05, primarily related to the
cessation of manufacturing operations at its facility in Belleville,
Canada. Whether or not the impairment charge described herein is
properly considered to be material, we have elected, in this instance, to
disclose it under this Item 2.06 to all persons who might consider it to be
useful for their respective purposes. The information contained in
Item 2.05 of this Current Report on Form 8-K is incorporated by reference in
this Item 2.06.
ITEM
7.01 Regulation FD Disclosure.
A copy of the news release issued by
the Company announcing the restructuring plan described above in Item 2.05 is
attached hereto as Exhibit 99.1 and is incorporated by reference into this Item
7.01. The information set forth in this Item 7.01, including the
exhibit 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
9.01 Financial Statements And
Exhibits.
(a) Financial
Statements of Businesses Acquired.
None.
(b) Pro
Forma Financial Information.
None.
(c) Shell
Company Transactions.
None.
(d) Exhibits.
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Exhibit
No.
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Description
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99.1
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Press
Release of Interface, Inc., dated December 30, 2008, announcing its
restructuring plan (furnished pursuant to Item 7.01 of this
Report).
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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
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Patrick
C. Lynch
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Senior
Vice President
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Date:
December 30, 2008
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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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Press
Release of Interface, Inc., dated December 30, 2008, announcing its
restructuring plan (furnished pursuant to Item 7.01 of this
Report).
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