UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 15, 2020

 

UNIFI, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

Registrant’s telephone number, including area code:  (336) 294-4410

 

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:

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b‑2 of this chapter).  

 

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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Explanatory Note

 

This Amendment No. 1 amends the Current Report on Form 8-K (the “Original 8-K”) Unifi, Inc. (the “Company”) filed with the Securities and Exchange Commission on April 21, 2020, regarding, among other things, the appointment of Edmund M. Ingle as Chief Executive Officer of the Company and his election as a member of the Board of Directors of the Company (the “Board”), to report that the Company and Mr. Ingle entered into a First Amendment (the “First Amendment”) to his Employment Agreement with the Company (the “Employment Agreement”) to accelerate the start date of Mr. Ingle’s employment with the Company and his election as a member of the Board. The disclosure included in the Original 8-K otherwise remains unchanged.

 

 

On June 9, 2020, the Company and Mr. Ingle entered into the First Amendment to the Employment Agreement to accelerate the start date of his employment as Chief Executive Officer of the Company and his election as a member of the Board to make each effective as of June 15, 2020 (the “Amended Start Date”). All other terms of the Employment Agreement remain unchanged.

 

As reported in the Original 8-K, pursuant to the terms of the Employment Agreement, Mr. Ingle will receive on the Amended Start Date an award of (i) options to purchase shares of the Company’s common stock having a grant date fair value of $330,000 and (ii) restricted stock units having a grant date fair value of $670,000.  A copy of the Employment Agreement was filed as Exhibit 10.1 to the Original 8-K.

 

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by the contents of the First Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated into this Item 5.02 by reference.

 

 

(d) Exhibits.

 

 

 

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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.

 

 

 

 

Exhibit 10.1

 

FIRST AMENDMENT EMPLOYMENT AGREEMENT

 

THIS FIRST AMENDMENT (this “First Amendment”) effective this  9^th day of June, 2020 (the “Effective Date”), is entered into by and between Edmund M. Ingle (“Executive”) and Unifi, Inc. (the “Employer”).

 

WHEREAS, Executive and the Employer entered into an Employment Agreement dated as of April 16, 2020 (the “Employment Agreement”); and

 

WHEREAS, Executive and the Employer desire to enter into this First Amendment to accelerate the commencement date of Executive’s employment with the Employer.

 

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1.Amendment.  Section 1 of the Employment Agreement is deleted in its entirety and replaced with the following:

2. Continuing Effect of Employment Agreement. Except as expressly or by necessary implication amended by this First Amendment, the Employment Agreement shall continue in full force and effect.

[Signatures follow on next page]

 

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IN WITNESS WHEREOF, the Employer has caused this Agreement to be executed by its duly authorized officer, and Executive has hereunto signed this Agreement, as of the Effective Date.

“Employer”:

Unifi, Inc.

 

 

“Executive”:

 

 

 

[signature page to First Amendment to Employment Agreement]