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 27, 2009
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))
On May
27, 2009, Interface, Inc. (the “Company”) executed and delivered the Fourth
Supplemental Indenture (the “Supplemental Indenture”) among the Company, certain
of its subsidiaries, and U.S. Bank National Association, as trustee under the
Indenture referred to below, which Supplemental Indenture amends the Indenture,
dated as of January 17, 2002 (the “Indenture”) governing the Company’s 10.375%
Senior Notes due 2010 (the “Notes”).
The Supplemental Indenture
was entered into following the Company’s receipt on May 27, 2009 of consents to
certain proposed amendments to the Indenture from holders of more than a
majority in aggregate principal amount of the outstanding
Notes. As executed, the Supplemental Indenture eliminates
substantially all of the restrictive covenants and certain events of default
contained in the Indenture, but does not eliminate or change certain covenants
governing the Company’s obligations to make and consummate offers to purchase
Notes after the consummation of certain change in control or asset sale
transactions. The amendments being effected by the Supplemental
Indenture will only become operative, however, on the date that the Notes
validly tendered in connection with the consents are purchased by the Company
pursuant to the Company’s tender offer for
the Notes commenced on May 14, 2009.
The foregoing summary of the material
terms of the Supplemental Indenture is qualified in its entirety by reference to
the full text of the Supplemental Indenture, a copy of which is attached to this
report as Exhibit 4.1.
ITEM
3.03 MATERIAL
MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
The disclosure under Item 1.01 of this
Report is incorporated herein by reference in response to this Item
3.03.
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS.
(d)
Exhibits.
Exhibit No.
|
|
Description
|
4.1
|
|
Fourth
Supplemental Indenture, dated as of May 27, 2009, to the Indenture dated
as of January 17,
2002.
|
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/ Raymond S.
Willoch
Raymond
S. Willoch
Senior
Vice President
|
Date: June
2, 2009
|
|
EXHIBIT
INDEX
Exhibit No.
|
|
Description
|
4.1
|
|
Fourth
Supplemental Indenture, dated as of May 27, 2009, to the Indenture dated
as of January 17, 2002.
|