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UNITED STATES
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 10, 2006
UNIFI, INC.
(Exact name of registrant as specified in its charter)
NEW YORK
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(State or other jurisdiction of incorporation)
1-10542 11-2165495
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(Commission File No.) (IRS Employer Identification No.)
7201 WEST FRIENDLY AVENUE
GREENSBORO, NORTH CAROLINA 27410
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(Address of principal executive offices)
(336) 294-4410
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(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 8.01 OTHER EVENTS
On May 10, 2006, Unifi, Inc. issued the press release attached
hereto as Exhibit 99.1, which is hereby incorporated by reference into this
Item 8.01.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
EXHIBIT NO. DESCRIPTION
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99.1 Press Release dated May 10, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report on Form 8-K to be signed on
its behalf by the undersigned, thereunto duly authorized.
UNIFI, INC.
By: /s/ Charles F. McCoy
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Name: Charles F. McCoy
Vice President, Secretary
and General Counsel
Dated: May 10, 2006
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release dated May 10, 2006.
EXHIBIT 99.1
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P R E S S R E L E A S E
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UNIFI, INC. ANNOUNCES RECEIPT OF
REQUISITE CONSENTS FOR ITS TENDER OFFER AND CONSENT SOLICITATION
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GREENSBORO, N.C. - May 10, 2006 - Unifi, Inc. (the "Company") (NYSE:
UFI) announced today that as of 5:00 p.m., New York City time, on May 9, 2006,
in connection with its previously announced cash tender offer and consent
solicitation for any and all of its outstanding $250,000,000 aggregate
principal amount of 6 1/2% Notes due 2008 (the "Notes"), it has received the
requisite consents to amend the indenture governing the Notes.
All withdrawal rights are terminated immediately. Accordingly,
tendering holders may no longer withdraw their Notes. The supplemental
indenture effecting the proposed amendments, as described in the Offer to
Purchase and Consent Solicitation Statement, dated April 28, 2006 (the
"Statement"), to the indenture governing the Notes will be executed promptly,
and the amendments to such indenture will become effective upon acceptance by
the Company of the Notes tendered for purchase.
The expiration for the consent solicitation remains at 5:00 p.m., New
York City time, on May 11, 2006, unless extended or earlier terminated by the
Company at its sole discretion (the "Consent Date"). The tender offer will
expire at 12:00 midnight, New York City time, on May 25, 2006, unless extended
or earlier terminated by the Company at its sole discretion (the "Expiration
Date").
The Company will pay to each holder who validly consents to the
proposed amendments at or prior to the Consent Date and whose notes are
accepted for purchase by Unifi $30 in cash per $1,000 principal amount of the
Notes (the "Consent Payment") for which consents have been validly delivered
and not validly revoked at or prior to the Consent Date. Holders who validly
tender their Notes pursuant to the tender offer at or prior to the Consent
Date will be eligible to receive an amount (which amount includes the Consent
Payment), paid in cash, equal to $1,000 per $1000 of the principal amount of
the Notes validly tendered and not validly revoked (the "Total
Consideration"). Holders who validly tender their Notes after the Consent Date
but at or prior to the Expiration Date will be eligible to receive $970 per
$1000 of the principal amount of the Notes validly tendered and not validly
revoked (the "Tender Offer Consideration") and will not receive the Consent
Payment.
The tender offer is subject to the satisfaction or waiver by the
Company of certain conditions, including there being validly tendered and not
withdrawn not less than a majority of the aggregate principal amount of the
Notes, the execution of the supplemental indenture adopting the proposed
amendments, the execution of amendments to its existing secured revolving
credit facility and the successful receipt of net proceeds of a debt financing
sufficient to finance the tender offer on terms satisfactory to the Company.
Further details about the terms and conditions of the tender offer and the
consent solicitation are set forth in the Statement.
The Company has retained Lehman Brothers Inc. to act as the exclusive
Dealer Manager for the tender offer and Solicitation Agent for the consent
solicitation and they can be contacted at (800) 438-3242 (toll-free) or (212)
528-7581. Requests for documentation may be directed to D.F. King & Co., Inc.,
the Information Agent, who can be contacted at (212) 269-5550 (call collect
for banks and brokers only) or (800) 714-3313 (toll-free for all others).
This release is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell the Notes. The offer
to buy the Notes and the related consent solicitation are only being made
pursuant to the tender offer and consent solicitation documents, including the
Statement. The tender offer and consent solicitation are not being made to
holders of Notes in any jurisdiction in which the making or acceptance thereof
would not be in compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction in which the tender offer or consent
solicitation are required to be made by a licensed broker or dealer, they
shall be deemed to be made by Lehman Brothers Inc. on behalf of the Company.
Unifi, Inc. is a diversified producer and processor of multi- filament
polyester and nylon textured yarns and related raw materials. The Company adds
value to the supply chain and enhances consumer demand for its products
through the development and introduction of branded yarns that provide unique
performance, comfort and aesthetic advantages. Key Unifi brands include, but
are not limited to: Sorbtek(R), A.M.Y.(R), Mynx(R) UV, Reflexx(R),
MicroVista(R) and Satura(R). Unifi's yarns and brands are readily found in
home furnishings, apparel, legwear and sewing thread, as well as industrial,
automotive, military and medical applications. For more information about
Unifi, visit http://www.unifi.com.
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
Certain statements included herein contain forward-looking statements within
the meaning of federal security laws about the Company's financial condition
and results of operations that are based on management's current expectations,
estimates and projections about the markets in which the Company operates, as
well as management's beliefs and assumptions. Words such as "expects,"
"anticipates," "believes," "estimates," variations of such words and other
similar expressions are intended to identify such forward-looking statements.
These statements are not guarantees of future performance and involve certain
risks, uncertainties and assumptions, which are difficult to predict.
Therefore, actual outcomes and results may differ materially from what is
expressed or forecasted in, or implied by, such forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which reflect management's judgment only as of the date hereof.
The Company undertakes no obligation to update publicly any of these
forward-looking statements to reflect new information, future events or
otherwise.
Factors that may cause actual outcome and results to differ materially from
those expressed in, or implied by, these forward-looking statements include,
but are not necessarily limited to, availability, sourcing and pricing of raw
materials, pressures on sales prices and volumes due to competition and
economic conditions, reliance on and financial viability of significant
customers, operating performance of joint ventures, alliances and other equity
investments, technological advancements, employee relations, changes in
construction spending, capital expenditures and long-term investments
(including those related to unforeseen acquisition opportunities), continued
availability of financial resources through financing arrangements and
operations, outcomes of pending or threatened legal proceedings, negotiation
of new or modifications of existing contracts for asset management and for
property and equipment construction and acquisition, regulations governing tax
laws, other governmental and authoritative bodies' policies and legislation,
the continuation and magnitude of the Company's common stock repurchase
program and proceeds received from the sale of assets held for disposal. In
addition to these representative factors, forward-looking statements could be
impacted by general domestic and international economic and industry
conditions in the markets where the Company competes, such as changes in
currency exchange rates, interest and inflation rates, recession and other
economic and political factors over which the Company has no control. Other
risks and uncertainties may be described from time to time in the Company's
other reports and filings with the Securities and Exchange Commission.
Source: Unifi, Inc.
Contact: William J. Lowe, Jr., Vice President, Chief Operating Officer, Chief
Financial Officer of Unifi, Inc., +1-336-316-5664