View:
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) November 5, 1998
Unifi, Inc
______________________________________________________
(Exact name of registrant as specified in its charter)
New York 1-10542 11-2165495
_________________ ____________ _________________
(State or other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
P. O. Box l9l09 - 7201 West Friendly Avenue Greensboro, North Carolina 27419
______________________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (336) 294-44l0
______________
______________________________________________________________________________
(Former name or former address, if changed since last report.)
Item 5. Other Events.
PURPOSE OF THIS REPORT
This Current Report is being filed for the purpose of updating the
description of the Common Stock of Unifi, Inc. (the "Registrant"), which may be
incorporated by reference in certain documents and/or filings of the
Registrant in the future.
DESCRIPTION OF COMMON STOCK
Capitalization
______________
Unifi, Inc. is authorized to issue 500,000,000 shares of Common Stock, $.10
par value per share (the "Common Stock"), of which 61,355,386 shares were
issued and outstanding as of August 14, 1998.
The Registrant's Common Stock is traded on the New York Stock Exchange
under the ticker symbol "UFI".
Voting in General
_________________
In general, each holder of the Common Stock is entitled to one vote per
share. Directors shall be elected by a plurality of the votes cast at a meeting
of shareholders by the holders of shares entitled to vote in the election.
Holders of the Common Stock do not have the right to cumulative voting in the
election of directors (unless the Certificate of Incorporation is subsequently
amended to provide otherwise). As of August 14, 1998, there were 929
shareholders of record of the Common Stock.
In general, the affirmative vote of the holders of two-thirds of all
outstanding shares of Common Stock of the Registrant entitled to vote is
required to approve a merger, a consolidation, a sale or other disposition of
all or substantially all of the assets of the Registrant or the voluntary
dissolution of the Registrant. Otherwise, any action requiring a shareholder
vote requires the affirmative vote of the holders of a majority of the votes
cast at a meeting by the holders of shares entitled to vote on the action.
Directors
_________
The Certificate of Incorporation and Bylaws of the Registrant
provide for a Board of Directors having a number of members as determined from
time to time by resolution of the Board of Directors, but not less than nine
(9). Presently, membership on the Board of Directors of the Registrant is
fixed at ten (10). The Board of Directors of the Registrant is divided into
three (3) classes having staggered three-year terms, so that the terms of
approximately one-third of the directors will expire each year. In the event
of any increase in the number of directors, the newly created directorships
resulting from such increase shall be apportioned among the three classes of
directors so as to maintain such classes as nearly equal as possible.
Pursuant to an amendment to the Registrant's certificate of incorporation
adopted by the Board of Directors and by the shareholders on October 22, 1987
pursuant to New York law, 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
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.
Preemptive Rights; Conversion; Redemption; Sinking Fund
________________________________________________________
The Certificate of Incorporation of the Registrant denies its
shareholders preemptive rights to subscribe for additional shares of the
Registrant. Thus, if additional shares of the Common Stock are issued, holders
of the Common Stock, to the extent they do not participate in such additional
issuance of shares, would own proportionately smaller interests in a larger
amount of outstanding capital stock. The Common Stock is neither convertible,
redeemable, nor entitled to any sinking fund.
Non-Assessable Shares
_____________________
All shares of Common Stock issued and outstanding are fully paid and
non-assessable shares of capital stock of the Registrant.
Liquidation Rights
__________________
In the event of complete liquidation, dissolution or winding-up of the
affairs of the Registrant, holders of outstanding shares of the Common Stock
would be entitled to share, in proportion to their respective interests, in the
Registrant's assets and funds remaining after payment, or provision for
payment, of all debts and other liabilities of the Registrant.
Dividends
__________
The holders of shares of Common Stock are entitled to receive such
dividends as the Board of Directors of the Registrant may declare out of funds
legally available therefor. The payment of dividends by the Registrant will be
subject to the restrictions of New York law applicable to the declaration of
dividends by a business corporation. Under such provisions, dividends paid in
cash or in other property of a corporation may only be paid if the corporation
is not insolvent or would not be made insolvent by the payment of the dividend,
or when the declaration or payment of the dividend would not be contrary to any
other restriction contained in the corporation's certificate of incorporation.
A corporation generally may only pay such dividends out of its surplus. Stock
dividends, if any are declared, may be paid from the Registrant's authorized
but unissued shares, or in treasury shares.
The Registrant has entered into a Credit Agreement dated April 15, 1996, as
amended November 18, 1996 and June 15, 1998, ("Agreement"), pursuant to which
the Company may borrow up to $400,000,000 from a group of lenders on a
revolving basis through April 15, 2001. Under such Agreement, the Company
covenants that so long as any amount borrowed under the Agreement remains
unpaid or any commitment of the lenders remains in effect, the Company will
maintain at all times a Consolidated Net Worth of at least $400,000,000, and
provided that the minimum Consolidated Net worth required under the Agreement
shall be increased (but not decreased) on the last day of each fiscal quarter
beginning with the fiscal quarter ending December 31, 1996 by an amount equal
to 33% of Consolidated Net Income for the fiscal quarter then ended.
There can be no assurance as to the payment of dividends on shares of
Common Stock in the future since such payment will depend upon the earnings and
financial condition of the Registrant and other related factors, including
approval by the Board of Directors of the Company.
North Carolina Control Share Acquisition Act
____________________________________________
In 1987, the North Carolina legislature adopted the North Carolina Control
Share Acquisition Act. The North Carolina legislature revised the Act
effective June 5, 1989 to limit its scope to North Carolina corporations. By
its terms, the Act does not apply to the Registrant because it is organized
under the laws of the State of New York.
New York has adopted a statute similar to the North Carolina Control Share
Acquisition Act, but the statute does not by its terms apply to the Registrant
because its principal place of business is not located in New York.
The information set forth herein regarding the potential applicability of
legislation in North Carolina or elsewhere which would have a general
application to corporations having characteristics similar to that of the
Registrant is current as of the date of this Current Report on Form 8-K, but
the Registrant makes no undertaking to update such information to reflect
legislative or judicial developments.
North Carolina Shareholder Protection Act
_________________________________________
In 1987, the North Carolina legislature adopted the North Carolina
Shareholder Protection Act; however, as of July 16, 1987, the Registrant elected
pursuant to such Act not to be subject to the provisions contained therein.
Anti-Takeover Considerations
_____________________________
The provisions of the Registrants Bylaws regarding the staggered Board of
Directors may have certain anti-takeover effects, including that of making the
Registrant a less attractive target for a "hostile" takeover bid or rendering
more difficult or discouraging a merger proposal or the removal of incumbent
management. Such provisions may inhibit or impede fluctuations in the market
price of the Registrant's common stock, temporarily or otherwise, which may
result from actual or potential takeover attempts. As of the filing of this
Current Report on Form 8-K, no director or executive officer of the Registrant
is aware of any pending or threatened effort to acquire control of the
Registrant. In addition, there have been no proposals to any director or
executive officer of the Registrant for merger or purchase of the securities
or assets of the Registrant.
Stock Transfers
_______________
First Union National Bank is transfer agent and registrar for the Registrant's
Common Stock.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNIFI, INC.
WILLIS C. MOORE, III
By:_____________________
Willis C. Moore, III
Senior Vice President
And Chief Financial Officer
Date: November 5, 1998