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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):
August 26, 2010
UNIFI, INC.
(Exact name of registrant as specified in its charter)
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New York
(State or Other Jurisdiction of
Incorporation)
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1-10542
(Commission File Number)
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11-2165495
(IRS Employer Identification No.) |
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7201 West Friendly Avenue
Greensboro, North Carolina
(Address of Principal Executive Offices)
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27410
(Zip Code) |
Registrants telephone number, including area code: (336) 294-4410
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:
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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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On August 26, 2010, the Board of Directors of Unifi, Inc. (the Registrant) approved a 1-for-3
reverse stock split of the Registrants common stock, subject to shareholder approval. In
addition, the Registrant issued a press release announcing that it will seek shareholder approval
of the reverse stock split transaction, which press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
Although the Registrant plans to seek shareholder approval of the reverse stock split, there can be
no assurances that it will be consummated or that it will achieve its intended effects. Also, the
Registrant reserves the right, in its discretion, to abandon the reverse stock split at any time
prior to filing with the New York Secretary of State of the applicable amendment to its Restated
Certificate of Incorporation.
Important Information
In connection with the reverse stock split, the Registrant will file a proxy statement and other
materials with the Securities and Exchange Commission. Before making any voting or investment
decision, investors are urged to read the proxy statement and these materials when they become
available because they will contain important information. The Registrant and its officers and
directors may be deemed to be participants in the solicitation of proxies with respect to the
proposed reverse stock split. Information regarding such individuals is included in the
Registrants proxy statements and Annual Reports on Form 10-K previously filed with the Securities
and Exchange Commission and will be included in the proxy statement relating to the proposed
reversed stock split when it becomes available. Investors may obtain the Registrants proxy
statement, when it becomes available, any amendments or supplements to the proxy statement and
other relevant documents free of charge at www.sec.gov. Investors may also obtain a free copy of
the Registrants proxy statement, when it becomes available, any amendments and supplements to the
proxy statement and other relevant documents by writing to Unifi, Inc. at 7201 West Friendly
Avenue, Greensboro, NC 27410, Attn: Charles F. McCoy, V.P., Secretary and General Counsel or at
www.unifi.com under the Investor Relations section and then under the heading SEC Filings.
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ITEM 9.01. |
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FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
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EXHIBIT NO. |
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DESCRIPTION OF EXHIBIT |
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99.1 |
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Press Release dated August 26, 2010 with respect to the
reverse stock split proposal. |
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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UNIFI, INC.
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By: |
/s/ Charles F. McCoy
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Charles F. McCoy |
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Vice President, Secretary and General Counsel |
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Dated: August 26, 2010
INDEX TO EXHIBITS
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EXHIBIT NO. |
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DESCRIPTION OF EXHIBIT |
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99.1 |
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Press Release dated August 26, 2010 with respect to the
reverse stock split proposal. |
exv99w1
Exhibit 99.1
For more information, contact:
Ronald L. Smith
Chief Financial Officer
(336) 316-5545
UNIFI ANNOUNCES IT WILL SEEK STOCKHOLDER
APPROVAL FOR REVERSE STOCK SPLIT
GREENSBORO, N.C., August 26, 2010 Unifi, Inc. (NYSE: UFI) announced today that it will
seek stockholder approval at its 2010 annual meeting of an authorization enabling its Board of
Directors to affect a one-for-three reverse stock split of its common stock. Given the recent
performance of our stock and the outlook for the companys future, we believe the reverse stock
split of our common stock will facilitate long-term growth and enhance our shareholder value, said
William L. Jasper, President and Chief Executive Officer of the Company.
The reverse split will reduce the number of outstanding shares of the Companys common stock from
approximately 60 million shares to approximately 20 million shares with proportional adjustments
being made to the Companys outstanding stock options.
Unifi, Inc. (NYSE: UFI) 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: AIO® all-in-one performance yarns, SORBTEK®,
A.M.Y.®, MYNX® UV, REPREVE®, REFLEXX®,
MICROVISTA® and SATURA®. Unifis 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 www.unifi.com, or to learn more
about REPREVE®, visit the new website www.repreve.com.
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Unifi Announces It Will Seek Stockholder Approval For Reverse Stock Split Page 2
IMPORTANT INFORMATION
In connection with the reverse stock split, Unifi will file a proxy statement and other materials
with the Securities and Exchange Commission. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION,
INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND THESE MATERIALS WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Unifi and its officers and directors may be deemed
to be participants in the solicitation of proxies with respect to the proposed reverse stock split.
Information regarding such individuals is included in the Companys proxy statements and Annual
Reports on Form 10-K previously filed with the Securities and Exchange Commission and will be
included in the proxy statement relating to the proposed reversed stock split when it becomes
available. You may obtain the Unifi proxy statement, when it becomes available, any amendments or
supplements to the proxy statement and other relevant documents free of charge at
www.sec.gov. You may also obtain a free copy of Unifis proxy statement, when it becomes
available, any amendments and supplements to the proxy statement and other relevant documents by
writing to Unifi, Inc. at 7201 West Friendly Avenue, Greensboro, NC 27410, Attn: Charles F. McCoy,
V.P., Secretary and General Counsel or at www.unifi.com under the Investor Relations
section and then under the heading SEC Filings.
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
Certain statements included herein contain forward-looking statements within the meaning of federal
securities laws about Unifi, Inc.s (the Company) financial condition and results of operations
that are based on managements current expectations, estimates and projections about the markets in
which the Company operates, as well as managements 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
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Unifi Announces It Will Seek Stockholder Approval For Reverse Stock Split Page 3
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 managements 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, the success of our subsidiaries, 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, 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 Companys other reports and
filings with the Securities and Exchange Commission.
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