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Registration No. 33-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
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, N.C. 27410
(Address of Principal Executive Office, including Zip Code)
UNIFI, INC. 1996 INCENTIVE STOCK OPTION PLAN
UNIFI, INC. 1996 NON-QUALIFIED STOCK OPTION PLAN
(Full title of the plans)
WILLIS C. MOORE, III
Vice President and Chief Financial Officer
Unifi, Inc.
7201 West Friendly Avenue
Greensboro, N.C. 27410
(Name and address of agent for service)
(910) 294-4410
(Telephone number, including area code, of agent for service)
Copies to:
CHARLES F. McCOY
Frazier, Frazier & Mahler, L.L.P.
P. O. Drawer 1559
Greensboro, N.C. 27402
(910) 378-7785
[the cover page is continued on the following page]
CALCULATION OF REGISTRATION FEE
Proposed
Title Proposed maximum
of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per share price registration fee
____________________________________________________________________________________________________
Common Stock,
$.10 par Value 2,000,000(1)(2) (3) $72,172,109.38(3) $21,870.34
_____________________________________________________________________________________________________
(1) Represents the aggregate number of Common Stock of the Registrant authorized
to be issued pursuant to the exercise of options which have been or may be
granted under the Unifi, Inc. 1996 Incentive Stock Option Plan ("ISOP")
(1,000,000 shares) and the Unifi, Inc. 1996 Non-Qualified Employee Stock
Option Plan ("NQSOP") (1,000,000 shares).
(2) Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement covers, in
addition to the number of shares of Common Stock stated above, such
additional shares to be offered or issued to prevent dilution as a result of
the anti-dilution provisions of the ISOP and NQSOP.
(3) The Proposed Maximum Offering Price Per Share and the Proposed Maximum
Aggregate Offering Price are as follows:
Proposed
maximum aggregate
offering price
_________________
ISOP
1,000,000 options presently not granted under the ISOP
are valued pursuant to Rule 457(c) at the average of the
high and low prices reported in the consolidated reporting
system on September 2, 1997 ($38.6875 + $38.00 = $76.6875
divided by 2) at $38.34375 per share. $38,343,750.00
NQSOP
April 18, 1996, Option Exercise price of 195,000 shares
is $25.375 per share. 4,948,125.00
April 17, 1997, Option Exercise price of 270,500 shares
is $31.00 per share. 8,385,500.00
534,500 options presently not granted under the NQSOP
are valued pursuant to Rule 457(c) at the average of the
high and low prices reported in the consolidated reporting
system on September 2, 1997, ($38.6875 + $38.00 = $76.6875
divided by 2) at $38.34375 per share. 20,494,734.38
______________
TOTAL PROPOSED MAXIMUM AGGREGATE OFFERING PRICE $72,172,109.38
[continuation of cover page]
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
_____________________________________________________________________
* The information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the "Note" to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents By Reference.
The following documents previously filed by Unifi, Inc. ("Unifi" or the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to Section 13 of the Securities Exchange Act of 1934 (the "Exchange
Act") are hereby incorporated by reference in the Registration Statement:
(a) Unifi's Annual Report on Form 10-K for the year ended June 30, 1996;
(b) Unifi's Quarterly Reports on Form 10-Q for the quarters ended
September 29, 1996, December 29, 1996, and March 30, 1997,
respectively;
(c) Unifi's Current Report on Form 8-K, dated June 30, 1997, and filed
with the Commission on July 15, 1997, for the purpose of reporting
Unifi's entering into a Contribution Agreement with Parkdale Mills,
Inc.;
(d) All other reports filed by Unifi pursuant to Section 13(a) or 15(d)
of the Exchange Act since June 30, 1996; and
(e) The description of Unifi's Common Stock, $.10 par value, contained in
its Registration Statement on Form 8-A filed with the Commission on
May 23, 1990.
In addition, all documents filed by Unifi pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange act after the date hereof and prior to the
termination of the offering are hereby deemed to be incorporated by reference.
Any statements 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 Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document that 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 Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
C. Clifford Frazier, Jr., the Secretary of Unifi, is a partner in the law
firm of Frazier, Frazier & Mahler, L.L.P., which serves as general counsel to
Unifi. Members of Frazier, Frazier & Mahler, L.L.P., beneficially owned
approximately 54,000 shares of the outstanding shares of Unifi Common Stock on
September 2, 1997.
Item 6. Indemnification of Directors and Officers.
The Registrant's 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.
Pursuant to the Registrant's Certificate of Incorporation, a director of
the Registrant is generally not subject to monetary damages 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 director 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.
The foregoing is only a general summary of certain aspects of New York
law dealing with indemnification and liability 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 Corporations Law is set forth in Exhibit 99.1 hereto and is
incorporated herein by reference.
As authorized by the 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
The following Exhibits are filed with or incorporated by reference in
this Registration Statement:
Exhibit No.
(per Table I in
Item 601 of Reg S-K) Description of Exhibit
____________________ ______________________
4.1 Specimen Certificate of Unifi, Inc.'s common
stock, filed as Exhibit 4(a) to the
Registration Statement on Form S-1,
(Registration No. 2-45405) which is
incorporated herein by reference.
5.1 Opinion of Frazier, Frazier & Mahler,
L.L.P. as to legality of securities being
registered.
23.1 Consent of Frazier, Frazier & Mahler, L.L.P.
(included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney.
99.1 Provisions of New York Business Corporation
Law relating to indemnification of directors
and officers.
99.2 Unifi, Inc. 1996 Incentive Stock Option Plan
(filed as Exhibit (10f) with Unifi's Form
10-K for the fiscal year ended June 30, 1996)
which is incorporated herein by reference.
99.3 Unifi, Inc. 1996 Non-Qualified Stock Option
Plan (filed as Exhibit (10g) with Unifi's
Form 10-K for the fiscal year ended June 30,
1996) which is incorporated herein by
reference.
Item 9. 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)
(Section 230.424(b) of this chapter) 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 (Section 239.13 of this chapter)
or Form S-8 (Section 239.16b of this chapter) and the information required
to be included in a 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.
(4) If the Registrant is a foreign private issuer, to file a post-
effective amendment to the Registration Statement to include any
financial statements required by Section 201.3-19 of this chapter at the
start of any delayed offering or throughout a continuous offering.
Financial statements and information otherwise required by Section 10(a)(3)
of the Act need not be furnished, provided that the Registrant includes in
the prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph (a)(4) and other
information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial
statements. Notwithstanding the foregoing, with respect to registration
statements on Form F-3 (Section 239.33 of this chapter), a post-
effective amendment need not be filed to include financial statements
and information required by Section 10(a)(3) of the Act or Section
210.3-19 of this chapter if such financial statements and information
are 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 Form F-3.
(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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
(h) 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 Act
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 the 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 Act and will be governed by the
final adjudication of such issue.
SIGNATURES
__________
The Registrant. 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-8 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 September 5, 1997.
UNIFI, INC.
By: WILLIS C. MOORE, III
Willis C. Moore, III
Vice President and Chief Financial Officer
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
_________ _____ ____
G. ALLEN MEBANE, IV* Chairman of the September 5, 1997
G. Allen Mebane, IV Board of Directors
WILLIAM T. KRETZER* President, Chief September 5, 1997
William T. Kretzer Executive Officer
(Principal Executive
Officer) and Director
JERRY W. ELLER* Executive Vice September 5, 1997
Jerry W. Eller President and
Director
G. ALFRED WEBSTER* Executive Vice September 5, 1997
G. Alfred Webster President and Director
ROBERT A. WARD* Director September 5, 1997
Robert A. Ward
CHARLES R. CARTER* Director September 5, 1997
Charles R. Carter
Director September 5, 1997
Kenneth G. Langone
DONALD F. ORR* Director September 5, 1997
Donald F. Orr
J. B. DAVIS* Director September 5, 1997
J. B. Davis
Director September 5, 1997
R. Wiley Bourne, Jr.
*By: WILLIS C. MOORE, III
Willis C. Moore, III
Attorney-in-Fact
EXHIBITS
Exhibit No.
(per Table I in
Item 601 of Reg S-K Description of Exhibit
___________________ ______________________
4.1* Specimen Certificate of Unifi, Inc.'s common stock,
filed as Exhibit 4(a) to the Registration Statement
on Form S-1 (Registration No. 2-45405) which is
incorporated herein by reference.
5.1 Opinion of Frazier, Frazier & Mahler, L.L.P., as to
legality of securities being registered.
23.1 Consent of Frazier, Frazier & Mahler, L.L.P.
(included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney.
99.1 Provisions of New York Business Corporation Law
relating to Indemnification of Directors and
Officers.
99.2* Unifi, Inc. 1996 Incentive Stock Option Plan (filed
as Exhibit (10f) with Unifi's Form 10-K for the
fiscal year ended June 30, 1996) which is
incorporated herein by reference.
99.3* Unifi, Inc. 1996 Non-Qualified Stock Option Plan
(filed as Exhibit 10(g) with Unifi's 10-K for the
fiscal year ended June 30, 1996) which is
incorporated herein by reference.
* Incorporated by reference
EXHIBIT 5.1
[FF&M LETTERHEAD]
FRAZIER, FRAZIER & MAHLER, L.L.P.
Post Office Drawer 1559
Greensboro, NC 27402
(910) 378-9411
September 5, 1997
Unifi, Inc.
7201 West Friendly Avenue
Greensboro, NC 27410
Re: Registration Statement on Form S-8 of the Unifi, Inc. 1996 Incentive
Stock Option Plan and the Unifi, Inc. 1996 Non-Qualified Stock
Option Plan
Gentlemen:
We have acted as counsel to Unifi, Inc., a New York corporation (the
"Corporation"), in connection with the registration under the Securities Act
of 1933, as amended, pursuant to the Registration Statement on Form S-8 (the
"Registration Statement") filed with the Securities and Exchange Commission
(the "Commission") on September 5, 1997, of the Unifi, Inc. 1996 Incentive
Stock Option Plan and the Unifi, Inc. 1996 Non-Qualified Stock Option Plan (the
"Plans"). This opinion letter is Exhibit 5.1 to the Registration Statement.
In rendering this opinion, we have relied upon an officer's certificate
as to corporate action taken heretofore taken with respect to the Plans. We
have also relied on an opinion of counsel licensed to practice law in the State
of New York, as to matters of law in that state.
Based on the foregoing, we are of the opinion that Shares of the
Corporation's Common Stock, $.10 par value, to be issued by the Corporation
pursuant to the terms and conditions of the Plans, are legally authorized, and
when such Shares shall have been issued upon the terms and conditions set forth
in the Plans, then such Shares shall be validly issued, fully paid and
nonassessable.
We hereby consent (1) to be named in the Registration Statement as
attorneys who passed upon the legality of the Shares, and (2) to the filing of
a copy of this opinion as Exhibit 5.1 to the Registration Statement.
Very truly yours,
FRAZIER, FRAZIER & MAHLER, L.L.P.
EXHIBIT 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of Unifi, Inc. for the registration of 2,000,000 shares of its
common stock pertaining to the Unifi, Inc. 1996 Incentive Stock Option Plan
and the Unifi, Inc. 1996 Non-qualified Stock Option Plan of our report dated
July 16, 1996, with respect to the consolidated financial statements of
Unifi, Inc. incorporated by reference in its Annual Report (Form 10K) for the
year-ended June 30, 1996, and the related financial statement schedules
included therein, filed with the Securities and Exchange Commission.
Greensboro, North Carolina Ernst & Young LLP
September 3, 1997
EXHIBIT 24.1
POWER OF ATTORNEY
_________________
KNOW ALL MEN BY THESE PRESENTS, that each of Unifi, Inc. and the several
undersigned Officers and Directors thereof whose signatures appear below, hereby
makes constitutes and appoints William T. Kretzer and Willis C. Moore, III, each
of them acting individually, its and his true and lawful attorneys, with power
to act without any other and with full power of substitution, to execute,
deliver and file in its or his name and on its or his behalf, and in each of
the undersigned Officers' and Directors' capacity or capacities as shown below,
(a) a Registration Statement on Form S-8 (including a reoffering prospectus
prepared in accordance with Form S-3 if said Attorneys deem the filing of the
same to be appropriate) (or other appropriate form) and all other documents
in support thereof or supplemental thereto and any and all amendments,
including any and all post-effective amendments to the foregoing (hereinafter
called the "Registration Statement"), with respect to the registration under
the Securities Act of 1933, as amended, of such number of shares as may be
necessary to fully register the Unifi, Inc. 1996 Incentive Stock Option Plan and
the Unifi, Inc. 1996 Non-Qualified Stock Option Plan, and (b) such registration
statements, petitions, applications, consents to service of process or other
instruments, any and all documents in support thereof or supplemental
thereto, and any and all amendments or supplements to the foregoing, as may
be necessary or advisable to qualify or register the securities covered by
the Registration Statement under such securities laws, regulations and
requirements as may be applicable; and each of Unifi, Inc. and said Officers
and Directors hereby grants to said attorneys, and to each of them, full
power and authority to do and perform each and every act and thing whatsoever
as said attorneys or attorney 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 Unifi, Inc. might or could do, and as each of said Officers
and Directors might or could do personally in his capacity or capacities as
aforesaid and each of Unifi, Inc. and said Officers and Directors hereby
ratifies and confirms all acts and things which said attorneys or attorney
might do or cause to be done by virtue of this power of attorney and its or
his signature as the same may be signed by said attorneys or attorney, or
any of them, to any or all of the following (and/or any and all amendments and
supplements to any or all thereof): such Registration Statement under the
Securities Act of 1933, as amended, and all such registration statements,
petitions, applications, consents to service of process and other instruments,
and any and all documents in support thereof or supplemental thereto, under such
securities laws, regulations and requirements as may be applicable.
IN WITNESS WHEREOF, Unifi, Inc. has caused this power of attorney to be
signed on its behalf and each of the undersigned Officers and Directors in
the capacity or capacities noted has hereunto set his hand as of the date
indicated below.
UNIFI, INC.
(Registrant)
By: WILLIS C. MOORE, III
Willis C. Moore, III
Vice President and
Chief Financial Officer September 5, 1997
G. ALLEN MEBANE, IV Chairman of the September 5, 1997
G. Allen Mebane, IV Board of Directors
WILLIAM T. KRETZER President, Chief September 5, 1997
William T. Kretzer Executive Officer
(Principal Executive
Officer) and Director
JERRY W. ELLER Executive Vice September 5, 1997
Jerry W. Eller President and
Director
G. ALFRED WEBSTER Executive Vice September 5, 1997
G. Alfred Webster President and
Director
ROBERT A. WARD Director September 5, 1997
Robert A. Ward
CHARLES R. CARTER Director September 5, 1997
Charles R. Carter
Director September 5, 1997
Kenneth G. Langone
DONALD F. ORR Director September 5, 1997
Donald F. Orr
J. B. DAVIS Director September 5, 1997
J. B. Davis
Director September 5, 1997
R. Wiley Bourne, Jr.
EXHIBIT 99.1
____________
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
rights to which a director or officer seeking indemnification or advancement
of expenses may be entitled, whether contained in the certificate of
incorporation or 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.