Attached files
| file | filename |
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| EX-4.1 - EXHIBIT 4.1 - INTERFACE INC | ex4-1.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 8, 2017
INTERFACE, INC.
(Exact name of Registrant as Specified in its Charter)
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Georgia |
001-33994 |
58-1451243 | ||
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(State or other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
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2859 Paces Ferry Road, Suite 2000 Atlanta, Georgia |
30339 | |
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(Address of principal executive offices) |
(Zip code) |
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 1.01 |
Entry Into a Material Definitive Agreement. |
Amendment to Rights Agreement to Eliminate “Dead Hand” Provisions
On March 7, 2008, Interface, Inc. (the “Company”) entered into a Rights Agreement, dated as of March 7, 2008 with an effective date of March 17, 2008 (the “Agreement”), between the Company and Computershare Trust Company, N.A. (the “Rights Agent”).
On May 8, 2017, the Company and the Rights Agent amended and restated the Agreement to eliminate all requirements that actions, approvals and determinations be taken or made by the “Continuing Directors”, as opposed to by the Board of Directors (the “Amendment”).
The Company entered into the Amendment after considering input from its shareholders concerning the “Continuing Director” provisions. The Agreement expires on March 16, 2018.
The foregoing summary of the material terms of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 4.1 hereto.
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Item 3.03 |
Material Modification to Rights of Security Holders. |
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
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Item 9.01 |
Financial Statements and Exhibits. |
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(a) |
Financial Statements of Businesses Acquired. |
None.
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(b) |
Pro Forma Financial Information. |
None.
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(c) |
Shell Company Transactions. |
None.
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(d) |
Exhibits. |
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Exhibit No. |
Description |
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4.1 |
Amended and Restated Rights Agreement dated May 8, 2017 between Interface, Inc. and Computershare Trust Company, N.A., as Rights Agent. |
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: |
/s/ David B. Foshee |
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David B. Foshee |
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Vice President and General Counsel | |
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Date: May 9, 2017 |
EXHIBIT INDEX
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Exhibit No. |
Description |
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4.1 |
Amended and Restated Rights Agreement dated May 8, 2017 between Interface, Inc. and Computershare Trust Company, N.A., as Rights Agent. |
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