Interface, Inc. 8-K
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 15, 2004
|
INTERFACE,
INC. |
|
(Exact
name of Registrant as Specified in its
Charter) |
|
Georgia |
|
000-12016 |
|
58-1451243 |
|
(State
or other Jurisdiction of
incorporation
or Organization) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
|
2859
Paces Ferry Road, Suite 2000
Atlanta,
Georgia |
|
30339 |
|
(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):
¨ 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))
ITEM
1.01 ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT.
On
December 15, 2004, the Compensation Committee of the Company’s Board of
Directors set the fiscal 2005 performance criteria for bonuses under the
Interface, Inc. Executive Bonus Plan for the Company’s executive officers,
including the executive officers who were named in the executive compensation
table set forth in the Company’s Proxy Statement for its 2004 Annual Meeting of
Shareholders (the “named executive officers”). For the executives of the Company
who are directly accountable for the profitability of subsidiaries or business
groups (John R. Wells and Robert A. Coombs are the named executive officers in
this category), the performance criteria are (1) operating income for operations
managed, (2) cash flow for operations managed, (3) revenue for operations
managed, and (4) the Company’s earnings per share. The performance criteria for
the Company’s President and Chief Executive Officer (Daniel T. Hendrix) are the
Company’s (1) operating income, (2) cash flow, (3) revenue, and (4) earnings per
share. For executives not directly accountable for the profitability of a
subsidiary or business group (Michael D. Bertolucci and Raymond S. Willoch are
the named executive officers in this category), the performance criteria are the
same as that for the Company’s President and Chief Executive Officer but with
the addition of non-financial objectives. (The performance criteria for the
executives for 2004 were the same as those described above.) A copy of the
Executive Bonus Plan is attached hereto as Exhibit 99.1.
On that
same date, the Compensation Committee also implemented a special incentive
program for executive officers, effective during fiscal years 2005-2006. A
description of the special incentive program is attached hereto as Exhibit 99.2.
In addition, the Compensation Committee approved increases in annual salary for
the named executive officers, effective January 1, 2005, in an aggregate amount
of $198,500 for the group of five executives. Further, the Compensation
Committee approved restricted stock awards for executive officers and directors,
as detailed in those persons’ respective Statements of Changes of Beneficial
Ownership of Securities on Form 4 previously filed with the
Commission.
ITEM
7.01 REGULATION
FD DISCLOSURE.
Messrs.
Daniel T. Hendrix and Patrick C. Lynch, the Company’s Chief Executive Officer
and Chief Financial Officer, respectively, will be making a presentation to
investors and potential investors at a conference being held March 6-9, 2005.
Messrs. Hendrix and Lynch currently are scheduled to make their presentation on
Wednesday, March 9, 2005, at approximately 1:05 p.m. Eastern Time. The
presentation will be broadcast live over the Internet. Listeners may access the
presentation live over the Internet at http://www.wsw.com/webcast/rjii05/ifsia/ or
through the Company’s website at http://www.interfaceinc.com/results/investor/. Certain
information to be discussed in the presentation will be available on Interface’s
website, at http://www.interfaceinc.com/results/investor/ under
the heading “Presentations.” The archived version of the presentation will be
available at these sites beginning shortly after the presentation
ends.
ITEM 9.01. FINANCIAL STATEMENTS AND
EXHIBITS.
(a) Financial
Statements of Businesses Acquired.
None.
(b)
Pro Forma Financial Information.
None.
(c)
Exhibits.
Exhibit
No. |
Description |
|
99.1 |
Interface,
Inc. Executive Bonus Plan. |
|
99.2 |
Description
of Special Incentive Program. |
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.
| |
|
|
| |
INTERFACE,
INC. |
|
|
|
|
By: |
/s/ Patrick C.
Lynch |
| |
Patrick C. Lynch |
| |
Vice
President and Chief Financial
Officer |
EXHIBIT
INDEX
Exhibit
No. |
Description |
|
99.1 |
Interface,
Inc. Executive Bonus Plan. |
|
99.2 |
Description
of Special Incentive Program. |