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Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
UNIFI, INC.
(Exact name of registrant as specified in its charter)
New York 11-2165495
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7201 West Friendly Avenue
Greensboro, North Carolina 27410
(910) 294-4410
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
WILLIS C. MOORE, III
Senior Vice President and Chief Financial Officer
Unifi, Inc.
7201 West Friendly Avenue
Greensboro, North Carolina 27410
(910) 294-4410
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
R. DOUGLAS HARMON
Smith Helms Mulliss & Moore, L.L.P.
214 North Church Street
Charlotte, North Carolina 28202
telephone (704) 343-2000
fax (704)358-0252
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box:
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. XXX
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check
the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering.
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each Maximum Maximum
class of Amount Offering Aggregate Amount of
securities to to be Price Offering Registration
be registered Registered Per Unit Price Fee
Common Stock 561,873 (1) $20,859,535.13(2) $6,322
Shares
(1) Not applicable.
(2) Estimated pursuant to Rule 457(c) solely for the purpose
of calculating the registration fee. On November 13,
1997, the closing average of the high and low price of
Unifi, Inc. Common Stock on the New York Stock Exchange,
Inc. was $37.125 per share.
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration
Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
Note** Red Herring language
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
Subject to completion, dated November 19, 1997
UNIFI, INC.
561,873 SHARES
COMMON STOCK
This Prospectus relates to the registration of 561,873 shares
(the "Shares") of Common Stock (the "Common Stock") of Unifi,
Inc. ("Unifi" or the "Company"). The Shares may be offered and
sold from time to time for the account of certain shareholders of
the Company (the "Selling Shareholders"). The Shares were issued
to the Selling Shareholders in a private placement made in
connection with the acquisition by the Company of SI Holding
Company ("SI Holding"). The Shares may be offered and sold in
transactions on the New York Stock Exchange, Inc. ("NYSE"), in
negotiated transactions, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related
to prevailing market prices or at negotiated prices.
Resales of the Shares by the Selling Shareholders are subject
to prospectus delivery and other requirements of the Securities
Act of 1933, as amended (the "Securities Act"). The Selling
Shareholders and any brokers, dealers or agents that participate
with any of the Selling Shareholders in the distribution of the
Shares may be deemed to be "underwriters" within the meaning of
the Securities Act, and any commissions received by them and any
profit on the resale of the Shares may be deemed to be
underwriting commissions or discounts under the Securities Act.
See "The Selling Shareholders" and "Plan of Distribution."
Unifi will not receive any of the proceeds from the sale of
the Shares, but will bear all expenses incurred in effecting the
registration of the Shares, including all registration and filing
fees, printing expenses, the legal fees of counsel to Unifi and
the legal fees of counsel to the Selling Shareholders up to an
aggregate of $7,500. The Selling Shareholders will bear all
brokerage or underwriting expenses or commissions, if any,
applicable to the Shares and any other fees and expenses not paid
by the Company.
The Common Stock is traded on the NYSE under the symbol "UFI."
On November 17, 1997, the last reported sale price of the Common
Stock on the NYSE was $37.0625 per share.
Underwriting
Price Discounts Proceeds Proceeds
to and to Selling to
Public Commissions Shareholders Company
--------- -------- -------------- -------------- ------------
Total Per See Text See Text See Text See Text
Share Above Above Above Above
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is ___________, 1997
AVAILABLE INFORMATION
Unifi is subject to certain of the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as a corporation with a class of securities registered
pursuant to Section 12(b) thereof and in accordance therewith
files certain reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information can be
inspected and copied at the public reference room of the
Commission, 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549, and copies of such materials can be obtained by mail from
the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, at prescribed rates.
The Commission maintains an Internet web site that contains
reports, proxy and information statements and other information
regarding issuers who file electronically with the Commission.
The address of that site is http://www.sec.gov. In addition,
copies of such materials are available for inspection and
reproduction at the public reference facilities of the Commission
at its New York Regional Office, 7 World Trade Center, Suite
1300, New York, New York 10048; and at its Chicago Regional
Office, Suite 1400, 500 West Madison Street, Chicago, Illinois
60661-2511. Reports, proxy statements and other information
concerning Unifi also may be inspected at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York
10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by Unifi with the
Commission pursuant to Section 13 of the Exchange Act are hereby
incorporated by reference in this Prospectus:
(a) Unifi's Annual Report on Form 10-K for the year
ended June 29, 1997;
(b) Unifi's Quarterly Report on Form 10-Q for the
quarter ended September 28, 1997;
(c) Unifi's Current Report on Form 8-K filed on July 15,
1997; and
(d) The description of the Unifi Common Stock
contained in its Registration Statement on Form
8-A filed with the Commission on May 23, 1990.
All reports and any definitive proxy or information statements
filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date of this Prospectus and prior to the termination of
the offering hereby of the Shares shall be deemed to be
incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will promptly provide without charge to each
person to whom this Prospectus is delivered, upon written or oral
request, a copy of any or all of the documents incorporated
herein by reference (other than exhibits to such documents which
are not specifically incorporated by reference in such
documents). Requests for such copies should be directed to
Willis C. Moore, III, Senior Vice President and Chief Financial
Officer, Unifi, Inc., 7201 West Friendly Avenue, Greensboro,
North Carolina 27410, telephone (910) 294-4410.
THE COMPANY
Unifi is one of the largest and most diversified processors of
yarn in the world, marketing products to over 1,000 customers
worldwide. Unifi, together with its subsidiaries, is engaged in
the business of texturing polyester and nylon filament fiber to
produce polyester and nylon yarns, dyed yarns and spandex yarns
covered with nylon and polyester. Unifi sells its polyester and
nylon products to knitters and weavers that produce fabrics for
the apparel, industrial, ladies' and men's hosiery, home
furnishings, automobile upholstery and other end use markets.
Unifi also has a 34% ownership in Parkdale America, LLC, which is
one of the United States' largest processors of spun cotton yarn and
cotton blend yarns.
Texturing polyester and nylon filament fiber involves the
processing of partially oriented yarn ("POY"), which is either
raw polyester or nylon filament fiber purchased from chemical
manufacturers, to give it greater bulk, strength, stretch,
consistent dyeability and a softer feel, thereby making it
suitable for use in knitting and weaving of fabrics. The
texturing process involves the use of high speed machines to
draw, heat and twist the POY to produce yarn having various
physical characteristics, depending on its ultimate end use. The
POY used by Unifi is produced from the polymerization, extrusion
and spinning of a chemical base. The primary suppliers of POY to
Unifi are E.I. DuPont de Nemours and Co., Nan Ya Plastics Corporation
of America, Hoechst Celanese Corporation and Wellman Industries, with
the majority of Unifi's POY being supplied by DuPont.
Unifi maintains a total of 14 manufacturing and warehousing
facilities and one central distribution center in North Carolina,
one manufacturing and related warehousing facility in Staunton,
Virginia, one central distribution center in Fort Payne, Alabama,
and one manufacturing and related warehousing facility in
Letterkenny, County of Donegal, Republic of Ireland. Unifi
maintains sales offices in New York, New York, Coleshill,
England, Lyon, France, and Oberkotzau, Germany, and has a representative
office in Tokyo, Japan.
Unifi also leases its corporate headquarters building at 7201
West Friendly Avenue, Greensboro, North Carolina, telephone
number (910) 294-4410.
USE OF PROCEEDS
The net proceeds from the sale of the Common Stock to which
this Prospectus relates will be received by the Selling
Shareholders, and Unifi will not receive any such proceeds.
SELLING SHAREHOLDERS
The Selling Shareholders, listed below, acquired the Shares in
exchange for shares of SI Holding, which was acquired by Unifi in
a merger transaction consummated on November 14, 1997. The offer
and sale of the Shares was exempt from registration under the
Securities Act pursuant to Section 4(2) thereof. The Company has
agreed to register the Shares for resale by the Selling
Shareholders.
The following table sets forth, as of the date hereof, the
names of the Selling Shareholders, the shares of Common Stock
owned by each of the Selling Shareholders prior to this offering,
the shares of Common Stock to be offered from time to time by
each of them, and the shares of Common Stock to be owned by each
of the Selling Shareholders after completion of this offering.
The information concerning the Selling Shareholders may change
from time to time, and any such changed information will be set
forth in supplements to this Prospectus if and when necessary.
The Company is not aware of any agreements, arrangements or
understandings with respect to the sale of any of the Shares.
The Shares are being registered to permit public secondary
trading of the Shares, and the Selling Shareholders may offer the
Shares for resale from time to time. Except as provided below,
none of the Selling Shareholders has had a material relationship
with Unifi within the past three years other than as a result of
the acquisition and ownership of the Shares. See "Plan of
Distribution."
Selling Shares Shares Being Shares to be
Shareholder Owned(1) Offered(2) Owned After Sale
- ------------------ --------- ------------- -----------------
Lamar Beach(3)(10) 181,545 181,545 0
Gladys C. Beach(3)(10) 181,545 181,545 0
Beach Partners, LP(10) 265,782 265,782 0
Jeffrey L. Beach(4)(10) 21,191 21,191 0
Mary Beach(4) 21,191 21,191 0
Jeffrey L. Beach U/A/D
2/28/92, Hugh F. Beckwith,
Jr., Trustee 24,485 24,485 0
Melanie B. Abbott(5)(10) 21,191 21,191 0
Charles Abbott(5) 21,191 21,191 0
Melanie Beach Abbott U/A/D
2/28/92, Hugh F. Beckwith,
Jr., Trustee 24,485 24,485 0
Hugh F. Beckwith, Jr.(6) 54,455 54,455 0
Donaldson, Lufkin & Jenrette
Securities Corporation, FBO
Hugh F. Beckwith, Jr. 1,469 1,469 0
Fred A. Williams(7) 4,897 4,897 0
Donaldson, Lufkin & Jenrette
Securities Corporation,
FBO Fred A. Williams 979 979 0
Craig Macnab(8) 11,049 11,049 0
J.C. Bradford & Co. Retirement
Accumulation Plan, A/C
Craig Macnab 2,449 2,449 0
MacNeil Advisors 2,449 2,449 0
George R. Perkins, Jr.(9)938,644 1,763 936,881
________________________
(1) Beneficial ownership is determined in accordance with the
rules of the Commission and generally includes voting or
investment power with respect to securities. Except as
indicated in the footnotes to this table, the persons named
in the table have sole voting and investment power with
respect to all of the Shares beneficially owned.
(2) Assumes that each Selling Shareholder will sell all of the
Shares, although there can be no assurance that any or all
of such Shares will be sold.
(3) Includes 172,398 Shares owned directly by Lamar Beach and
9,147 Shares owned directly by Gladys C. Beach, wife of
Lamar Beach.
(4) Includes 16,674 Shares owned directly by Jeffrey L. Beach
and 4,517 Shares owned directly by Mary Beach, the wife of
Jeffrey L. Beach.
(5) Includes 16,674 Shares owned directly by Melanie B. Abbott
and 4,517 Shares owned directly by Charles Abbott, the
husband of Melanie B. Abbott.
(6) Includes 4,016 Shares owned directly by Hugh F.
Beckwith, Jr., 1,469 Shares owned directly by Donaldson,
Lufkin & Jenrette Securities Corporation, FBO Hugh F.
Beckwith, Jr., 24,485 Shares owned by Jeffrey L. Beach
U/A/D 2/28/92, Hugh F. Beckwith, Jr., Trustee (as to which
Mr. Beckwith as Trustee has sole investment and voting
power) and 24,485 Shares owned by Melanie Beach Abbott
U/A/D 2/28/92, Hugh F. Beckwith, Jr., Trustee (as to which
Mr. Beckwith as Trustee has sole investment and voting
power).
(7) Includes 3,918 Shares owned directly by Fred A. Williams
and 979 Shares owned directly by Donaldson, Lufkin &
Jenrette Securities Corporation, FBO Fred A. Williams.
(8) Includes 6,151 Shares owned directly by Craig Macnab, 2,449
Shares owned directly by J.C. Bradford & Co. Retirement
Accumulation Plan, A/C Craig Macnab and 2,449 Shares owned
by MacNeil Advisors, as to which Mr. Macnab disclaims
beneficial ownership.
(9) Mr. Perkins resigned in 1996 as a director and Senior Vice-President
of Unifi.
(10) Beach Partners, L.P., a North Carolina limited partnership
consists of Lamar Beach and the 1997 Beach Family Trust,
Hugh F. Beckwith, Jr., Trustee, as the limited partners
and Beach Management, LLC, a North Carolina limited
liability company as the sole general partner. Lamar
Beach, Jeffrey L. Beach, Melanie B. Abbott and Gladys C.
Beach are the members of Beach Management, LLC.
PLAN OF DISTRIBUTION
Unifi understands that, as of the date hereof, the Selling
Shareholders have not made any arrangement for the offering or
sale of the Shares. Brokers, dealers or agents may participate
in such transactions as agents and may, in such capacity, receive
brokerage commissions, discounts or concessions in amounts to be
negotiated at the time (which compensation may be in excess of
customary commissions) from the Selling Shareholders or from
purchasers of such securities. Brokers, dealers or agents may
also purchase and resell shares of Common Stock of Unifi for
their own account. The Selling Shareholders may indemnify any
broker, dealers or agents that participate in such transactions
against liabilities, including liabilities arising under the
Securities Act. The Selling Shareholders and such brokers,
dealers or agents may be considered "underwriters" as that term
is defined by the Securities Act. Any commissions, discounts or
profits received by such brokers, dealers or agents in connection
with the foregoing transactions may be deemed to be underwriting
discounts and commissions under the Securities Act. Any broker,
dealer or agent may act as a broker, dealer or agent on behalf of
one or more of the Selling Shareholders in connection with the
offering of certain of the Shares of Selling Shareholders.
To comply with the securities laws of certain jurisdictions,
if applicable, the Shares will be offered or sold in such
jurisdictions only through registered or licensed brokers or
dealers. In addition, in certain jurisdictions, the Shares may
not be offered or sold unless they have been registered or
qualified for sale in such jurisdictions or unless an exemption
from such registration or qualification is available and is
complied with.
Pursuant to applicable rules and regulations under the
Exchange Act, any person engaged in a distribution of the Shares
may be limited in its ability to engage in market making
activities with respect to such Shares. In addition and without
limiting the foregoing, the Selling Shareholders will be subject
to applicable provisions of the Exchange Act and the rules and
regulations thereunder which may limit the timing of purchases
and sales of such Shares. All of the foregoing may affect the
marketability of such Shares.
The Shares offered hereby may be offered and sold by the
Selling Shareholders from time to time in transactions on the
NYSE, in negotiated transactions, at fixed prices which may be
changed, at market prices prevailing at the time of sale, at
prices related to the prevailing market prices or at negotiated
prices. Such sales may be made pursuant to an underwritten
offering or pursuant to one or more of the following methods
(among others): (a) purchases by a broker or dealer as principal
and resale by such broker or dealer for its account pursuant to
this Prospectus; (b) ordinary brokerage transactions and
transactions in which a broker solicits purchasers; and (c) block
trades in which a broker or dealer so engaged will attempt to
sell the Shares as agent but may take a position and resell a
portion of the block as principal to facilitate the transaction.
In addition, any Shares that qualify for sale pursuant to Rule
144 under the Securities Act may be sold under Rule 144 rather
than pursuant to the Prospectus, as supplemented.
At the time a particular offer of the Shares is made, to the
extent required, a supplemental Prospectus will be distributed,
which will set forth the number of Shares being offered and the
terms of the offering, including the name or names of any
underwriters, dealers or agents, the purchase price paid by any
underwriter for the Shares, any discounts, commissions and other
items constituting compensation from the Selling Shareholders and
any discounts, concessions or commissions allowed or reallowed or
paid to dealers.
The Selling Shareholders will act independently of Unifi in
making decisions with respect to the timing, manner and size of
each sale. Sales of the Shares are, in general, expected to be
made at the market price prevailing at the time of each such
sale; however, prices in negotiated transactions may differ
considerably.
The Shares were originally issued to the Selling Shareholders
pursuant to an exemption from the registration requirements of
the Securities Act provided by Section 4(2) thereof. Unifi
agreed to register the Shares under the Securities Act. Unifi
further agreed to pay the expenses and fees incurred in
connection with registration of the Shares under Federal law and
the qualification of the Shares for sale under applicable state
laws and to pay the attorneys' fees for the Selling Shareholders
up to an aggregate of $7,500. The Selling Shareholders will pay
any other fees and expenses which they may incur in connection
with their sales of the Shares.
LEGAL OPINIONS
The legality of the Shares has been passed upon for the
Company by Davidoff & Malito LLP, 605 Third Avenue, 34th Floor,
New York, New York 10158.
EXPERTS
The consolidated financial statements of Unifi, Inc.
incorporated by reference in Unifi, Inc.'s Annual Report (Form
10-K) for the year ended June 29, 1997, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their
report thereon incorporated by reference therein and incorporated
herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting
and auditing.
No dealer, salesman or any other person has been authorized to
give any information or to make any representation not contained
in this Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized
by the Company or any Selling Shareholder. This Prospectus does
not constitute an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not
authorized or in which the person making such offer or
solicitation is not qualified to do so or to anyone to whom it is
unlawful to make such offer or solicitation. Neither the
delivery of this Prospectus nor any sale of Common Stock made
hereunder shall under any circumstances create any implication
that the information herein is correct as of any time subsequent
to the date hereof or that there has been no change in the
Company's affairs since the date hereof.
TABLE OF CONTENTS
Page
Available Information. . . . . . . 2
Incorporation of Certain
Documents by Reference . . . . . 2
The Company. . . . . . . . . . . . 4
Use of Proceeds. . . . . . . . . . 4
Selling Shareholders . . . . . . . 4
Plan of Distribution . . . . . . . 6
Legal Opinions . . . . . . . . . . 8
Experts. . . . . . . . . . . . . . 8
UNIFI, INC.
561,873 SHARES
COMMON STOCK
PROSPECTUS
____________, 1997
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The other expenses of issuance and distribution in connection
with the offering are estimated as follows:
Securities Act Registration Fee . . . . . . . . $ 6,322.00
NYSE Additional Listing of Shares Fee . . . . . 1,967.00
Printing Expenses . . . . . . . . . . . . . . . 2,000.00
Legal Fees and Expenses . . . . . . . . . . . . 20,000.00
Accounting Fees and Expenses. . . . . . . . . . 7,000.00
Transfer Agent Fees . . . . . . . . . . . . . . 1,000.00
Miscellaneous . . . . . . . . . . . . . . . . . 1,711.00
----------
$40,000.00
The Registrant has agreed to bear all expenses (exclusive of
fees and disbursements of counsel for holders of the Shares in
excess of $7,500 and any underwriting or broker-dealer fees,
discounts and commissions) in connection with the registration
and sale of the Shares being offered by the Selling Shareholders.
Item 15. Indemnification of Directors and Officers
The Registrant's Restated Bylaws provide that the Registrant
shall indemnify a director, officer or employee of the Registrant
who is a party to or is threatened to be made a party to any
proceeding or action against all expenses, liability and loss
reasonably incurred in connection with such a proceeding, to the
fullest extent authorized by the New York Business Corporation
Law, except that the Registrant may not indemnify a director,
officer or employee for expenses in connection with a proceeding
that such director, officer or employee initiated unless the
Registrant authorized the proceeding. Section 721 of the
New York Business Corporation Law prohibits indemnification of
directors and officers if (i) in a judgment against the director
or officer or in another final adjudication adverse to him it is
determined that such director or officer either acted in bad
faith or acted with deliberate dishonesty, and his actions were
material to the adjudication, or (ii) the director or officer
personally gained a financial profit or other advantage to which
he was not entitled.
The foregoing is only a general summary of certain aspects of
New York law dealing with indemnification of directors and
officers and does not purport to be complete. It is qualified in
its entirety by reference to the relevant statutes which contain
detailed, specific provisions regarding the circumstances under
which and the person for whose benefit indemnification shall or
may be made. Section 721 of the New York Business Corporation
Law is set forth in Exhibit 99.1 hereto and is incorporated
herein by reference.
As authorized by the Restated Bylaws and by statute, the
Registrant has purchased liability insurance policies providing
an aggregate of $20,000,000 coverage for all directors and
officers of the Registrant and providing for reimbursement to the
Registrant for payments made on behalf of directors and officers
pursuant to the indemnification provisions.
Pursuant to the Registrant's Restated Certificate of
Incorporation, a director of the Registrant is not liable to the
Company or its shareholders for monetary damages for breach of
duty as a director, except to the extent that such exemption from
liability is not permitted under the New York Business
Corporation Law. The New York Business Corporation Law generally
provides that a director is not so liable for negligence and
gross negligence, including grossly negligent business decisions
involving takeover proposals for the Registrant, in the
performance of the director's duty of care. Other remedies, such
as injunctive relief against, and rescission of actions taken by,
the directors are still available. A director remains liable for
monetary damages, however, if (i) the director's acts or
omissions were in bad faith or involved intentional misconduct or
a knowing violation of the law; (ii) the director personally
gained a financial profit or other advantage to which the
director was not legally entitled; or (iii) the director's acts
violated laws of the New York Business Corporation Law relating
to the payment of dividends, purchase of shares or distributions
of assets after dissolution or the making of loans.
Item 16. Exhibits
The following exhibits are filed with or incorporated by
reference in this Registration Statement:
Exhibit No. Description of Exhibit
3(I) Restated Certificate of Incorporation of Unifi,
Inc., dated July 21, 1994 (incorporated by
reference to Exhibit 3a of the Registrant's Annual
Report on Form 10-K for the fiscal year ended June
26, 1994)
3(II) Restated Bylaws of Unifi, Inc. (incorporated by
reference to Exhibit 3b of the Registrant's Annual
Report on Form 10-K for the fiscal year ended June
29, 1997)
4.1 Specimen certificate for Registrant's Common Stock
(incorporated by reference to Exhibit 4(a) of the
Company's Registration Statement on Form S-1, File
No. 2-45405)
5.1 Opinion of Davidoff & Malito LLP to legality of
securities being registered.
23.1 Consent of Davidoff & Malito LLP (included in
Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, independent auditors
24.1 Power of Attorney (contained on signature page hereto)
99.1 Provisions of the New York Business Corporation Law
relating to indemnification of directors and officers
Item 17. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
Registration Statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and
information required to be included in post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's Annual Report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by
a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.
(d) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed
to be part of this Registration Statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Greensboro, State of North
Carolina, on November 19, 1997.
UNIFI, INC.
By: /s/ WILLIS C. MOORE, III
Willis C. Moore, III
Senior Vice President and Chief Financial Officer
POWER OF ATTORNEY
Each of the several undersigned Officers and Directors of Unifi, Inc.
(the "Company") whose signature appears below hereby makes, constitutes and
appoints Willis C. Moore, III and C. Clifford Frazier, Jr., and each of them
acting individually, his true and lawful attorney-in-fact, with full power to
act without the other and with full power of substitution and resubstitution,
to execute, deliver and file with the Securities and Exchange Commission in
his name and on his behalf, and in each of the undersigned Officer's and
Director's capacity or capacities as shown below, (a) this Registration
Statement on Form S-3 with respect to the registration under the Securities
Act of 1933, as amended, of 561,873 shares of the Company's Common Stock for
sale by certain selling shareholders, as specified therein, and any amendments
thereto and all documents in support thereof or supplemental thereto and any
and all amendments, including any and all post-effective amendments to the
foregoing, and (b) such registration statements, petitions, applications,
consents to service of process or other instruments, and any and all
amendments or supplements to the foregoing, as may be necessary or advisable
to qualify or register the securities covered by said Registration Statement
under such state or other securities laws, regulations and requirements as
may be applicable; and each of said Officers and Directors hereby grants to
said attorneys-in-fact, and each of them, full power and authority to do and
perform each and every act and thing whatsoever as said attorney-in-fact may
deem necessary or advisable to carry out fully the intent of this power of
attorney to the same extent and with the same effect as each of said Officers
and Directors might or could do personally in his capacity or capacities as
aforesaid; and each of said Officers and Directors hereby ratifies and
confirms all acts and things which said attorneys-in-fact or attorney-in-fact
might lawfully do or cause to be done by virtue of this power of attorney.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ G. ALLEN MEBANE, IV Chairman of the
G. Allen Mebane, IV Board November 19, 1997
/s/ WILLIAM T. KRETZER President,
William T. Kretzer Chief Executive Officer
and Director (principal
executive officer) November 19, 1997
/s/ WILLIS C. MOORE, III Senior Vice President and
Willis C. Moore, III Chief Financial Officer
(principal financial officer
and principal accounting
officer) November 19, 1997
/s/ R. WILEY BOURNE, JR. Director
R. Wiley Bourne, Jr. November 19, 1997
----------------------- Director
Charles R. Carter November , 1997
----------------------- Director November , 1997
J. B. Davis
/s/ JERRY W. ELLER Executive Vice
Jerry W. Eller President and
Director November 19, 1997
/S/ KENNETH G. LANGONE Director
Kenneth G. Langone November 19, 1997
/s/ DONALD F. ORR Director November 19, 1997
Donald F. Orr
/s/ ROBERT A. WARD Director November 19, 1997
Robert A. Ward
/s/ G. ALFRED WEBSTER Executive Vice
G. Alfred Webster President and
Director November 19, 1997
INDEX TO EXHIBITS
Exhibit No.
(per Table I in
Item 601 of Reg. S-K) Description of Exhibit
3(I) Restated Certificate of Incorporation of Unifi,
Inc., dated July 21, 1994 (incorporated by
reference to Exhibit 3a of the Registrant's Annual
Report on Form 10-K for the fiscal year ended June
26, 1994)
3(II) Restated Bylaws of Unifi, Inc. (incorporated by
reference to Exhibit 3b of the Registrant's Annual
report on Form 10-K for the fiscal year ended June
29, 1997)
4.1 Specimen certificate for Registrant's Common Stock
(incorporated by reference to Exhibit 4(a) of the
Company's Registration Statement on Form S-1, File
No. 2-45405)
5.1 Opinion of Davidoff & Malito LLP to legality of
securities being registered
23.1 Consent of Davidoff & Malito LLP (included in
Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, independent auditors
24.1 Power of Attorney (contained on signature page hereto)
99.1 Provisions of the New York Business Corporation Law
relating to indemnification of directors and officers
Exhibit 5.1
Davidoff & Malito LLP
Attorneys at Law
605 Third Avenue
New York, New York 10158
Tel (212) 557-7200
Fax (212) 386-1884
November 18, 1997
Unifi, Inc.
7201 West Friendly Avenue
Greensboro, North Carolina 27410
Re: Unifi, Inc.
Registration Statement on Form S-3
561,873 Shares of Common Stock
Gentlemen:
You have requested that we furnish you certain opinions in connection
with the registration under the Securities Act of 1933 of 561,873 shares of
the common stock, $.10 par value per share (the "Shares"), of Unifi, Inc., a
New York corporation (the "Registrant"), upon the terms and conditions set
forth in the Registration Statement on Form S-3 and the Exhibits annexed
thereto to be filed by the Registrant on or about November 19, 1997 with the
Securities and Exchange Commission (the "Registration Statement").
We have acted as special counsel to the Registrant in connection with
the matters herein described. We are not general counsel to the Registrant,
and, except for the items set forth in the next paragraph, we have made no
investigation of matters involving the Registrant.
In rendering the following opinions with respect to the Registrant, we
have only examined the following: (i) a copy of the Certificate of
Incorporation of the Registrant, certified by the Secretary of State of the
State of New York as of September 22, 1997 and by the Secretary of the
Registrant as of the date hereof; (ii) a copy of the Bylaws of the Registrant
as amended to the date hereof, certified by the Secretary of the Registrant
as of November 14, 1997; (iii) a certificate of good standing of the
Registrant issued by the Secretary of State of the State of New York dated
as of September 18, 1997; (iv) a certificate of the Secretary of the
Registrant dated as of November 14, 1997; and (v) a draft of the Registration
Statement dated November 12, 1997, which we assume will be identical in all
material respects to the Registration Statement as filed. As to matters of
fact material to the following opinions, we have relied on the aforementioned
certificate of the Secretary of the Registrant.
The members and associates of this firm are not admitted to practice in
any jurisdiction relevant to the opinions herein expressed except the State
of New York, and we expressly decline to render any opinion as to matters of
the laws of any other jurisdiction.
Based upon the foregoing, and subject to the qualifications set forth
below, we are of the opinion that:
1. the Registrant is a corporation duly organized, validly existing
and in good standing under the laws of the State of New York; and
2. the Shares are legally authorized and, provided that consideration
at least equal to the par value of the Shares has been paid therefor, and
provided further that the Registration Statement shall have been declared
effective by order of the Securities and Exchange Commission and the Shares
shall have been sold or exchanged upon the terms and conditions set forth in
the Registration Statement, the Shares shall be validly issued, fully paid
and nonassessable under the laws of the State of New York.
We consent (1) to be named in the Registration Statement and in the
Prospectus which constitutes a part thereof as attorneys who will pass upon
the legal matters covered by this opinion in connection with the Shares and
(2) to the filing of a copy of this opinion as part of Exhibit 5.1 of the
Registration Statement.
This opinion is given as of the date hereof. We assume no obligation
to update or supplement this opinion after the effective date of the
Registration Statement to reflect any facts or circumstances which may
thereafter come to our attention or any changes of law which may thereafter
occur.
Very truly yours,
/s/ DAVIDOFF & MALITO LLP
DAVIDOFF & MALITO LLP
Exhibit 23.2
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Unifi, Inc. for
registration of 561,873 shares of its common stock and to the incorporation
by reference therein of our report dated July 15, 1997, with respect to the
consolidated financial statements of Unifi, Inc. incorporated by reference
in its Annual Report (Form 10-K) for the year ended June 29, 1997 and the
related financial statement schedule included therein, filed with the
Securities and Exchange Commission.
/S/ ERNST & YOUNG LLP
Greensboro, North Carolina
November 17, 1997
Provisions of New York Business Corporation Law
with respect to Indemnification
of Directors and Officers
Section 721. Nonexclusivity of Statutory Provisions for Indemnification
of Directors and Officers. The indemnification and advancement of expenses
granted pursuant to, or provided by, this article shall not be deemed
exclusive of any other rights to which a director or officer seeking
indemnification or advancement of expenses may be entitled, whether contained
in the certificate of incorporation or the bylaws or, when authorized by such
certificate of incorporation or bylaws, (i) a resolution of shareholders,
(ii) a resolution of directors, or (iii) an agreement providing for such
indemnification, provided that no indemnification may be made to or on behalf
of any director or officer if a judgment or other final adjudication adverse
to the director or officer establishes that his acts were committed in bad
faith or were the result of active and deliberate dishonesty and were material
to the cause of action so adjudicated, or that he personally gained in fact
a financial profit or other advantage to which he was not legally entitled.
Nothing contained in this article shall affect any rights to indemnification
to which corporate personnel other than directors and officers
may be entitled by contract or otherwise under law.