As filed with the Securities and Exchange Commission on June 4, 2024

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________________________________________________________________________________________
INTERFACE, INC.
(Exact name of registrant as specified in its charter)

Georgia
58-1451243
(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)
1280 West Peachtree Street, NW
Atlanta, Georgia 30309
(770) 437-6800
(Address of principal executive offices, including zip code)
INTERFACE, INC. 2020 OMNIBUS STOCK INCENTIVE PLAN
(as Amended and Restated Effective May 13, 2024)
(Full title of the plan)
David B. Foshee, Esquire
Vice President, General Counsel and Secretary
Interface, Inc.
1280 West Peachtree Street, NW
Atlanta, Georgia 30309
(770) 437-6800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☒
Non-accelerated filer
☐
Smaller reporting company☐
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 7(a)(2)(B) of the Securities Act. ¨






EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Interface, Inc. (the “Registrant”) with the Securities and Exchange Commission to register an additional 3,200,000 shares of the Registrant’s common stock, $0.10 par value per share (the “Common Stock”), for issuance under the Interface, Inc. 2020 Omnibus Stock Incentive Plan, as Amended and Restated Effective May 13, 2024 (the “Plan”), and any additional shares of Common Stock that become issuable under the Plan by reason of any stock dividend, stock split or other similar transaction pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”).

The Registrant previously filed a Form S-8 (File No. 333-248451) registering 3,700,000 shares of Common Stock under the Interface, Inc. 2020 Omnibus Stock Incentive Plan on August 28, 2020 (the “Prior Registration Statement”). This Registration Statement relates to securities of the same class as that to which the Prior Registration Statement relates, and is submitted in accordance with General Instruction E to Form S-8 regarding registration of additional securities. In accordance with such instruction, the contents of the Prior Registration Statement are incorporated by reference into this Registration Statement, except to the extent supplemented, amended or superseded by the information set forth herein.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 5. Interests of Named Experts and Counsel.

David B. Foshee, who is providing the legal opinion attached as Exhibit 5.1 hereto, is Vice President, General Counsel and Secretary of the Registrant. Mr. Foshee: (1) beneficially owns 217,573 shares of the Common Stock; and (2) has received, and is eligible to receive, awards under the Plan.

Item 6. Indemnification of Directors and Officers.

As provided under Georgia law, the Registrant’s Articles of Incorporation, as restated with the accompanying Clarification Certificate (the “Articles”), provide that a director shall not be personally liable to the Registrant or its shareholders for monetary damages for breach of duty of care or any other duty owed to the Registrant as a director, except that such provision shall not eliminate or limit the liability of a director: (1) for any appropriation, in violation of a director’s duties, of any business opportunity of the Registrant; (2) for acts or omissions which involve intentional misconduct or a knowing violation of law; (3) for unlawful corporate distributions; or (4) for any transaction from which the director received an improper benefit.

Under Article VII of the Registrant’s Bylaws, as amended and restated (the “Bylaws”), the Registrant is authorized to indemnify its officers and directors for any liability and expense incurred by them in connection with or resulting from any threatened, pending or completed legal action or other proceeding or investigation by reason of his or her being or having been an officer or director. An officer or director may only be indemnified if such officer or director acted in good faith and in a manner such officer or director reasonably believed to be in, or not opposed to, the best interests of the Registrant, and, with respect to a criminal matter, such officer or director did not have reasonable cause to believe their conduct was unlawful. No officer or director who has been adjudged liable for the improper receipt of a personal benefit is entitled to indemnification.

Any officer or director who has been wholly successful on the merits or otherwise in an action or proceeding in his or her official capacity is entitled to indemnification as to expenses by the Registrant. All other determinations in respect of indemnification shall be made by either: (1) a majority vote of a quorum of disinterested directors; (2) independent legal counsel selected in accordance with the Bylaws and at the request of the Registrant’s Board of Directors; or (3) the holders of a majority of the Registrant’s stock who at such time are entitled to vote for the election of directors.

The provisions of the Bylaws on indemnification are consistent in all material respects with the laws of the State of Georgia, which authorize indemnification of corporate officers and directors.



Subject to the foregoing, the Registrant has entered into indemnification agreements with each of its executive officers and directors providing such officers and directors indemnification and expense advancement to the fullest extent permitted by applicable law and the Articles and Bylaws, subject to certain limitations and procedural requirements. The Registrant’s directors and officers are also insured against losses arising from any claim against them as such for wrongful acts or omissions, subject to certain limitations.


Item 8. Exhibits.

Exhibit
Number
Description of Exhibit
4.1 
4.2 
4.3 
5.1*
23.1*
23.2*
24.1*
107*

*Filed herewith






























            
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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on June 4, 2024.
                        
INTERFACE, INC.
By: /s/ Laurel M. Hurd
Laurel M. Hurd
President and Chief Executive Officer




POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Laurel Hurd the individual’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirement of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated.



Signature Title Date
      
/s/ LAUREL M. HURD  President, Chief Executive Officer and Director June 4, 2024
Laurel M. Hurd  (Principal Executive Officer)  
      
/s/ BRUCE A. HAUSMANN  Vice President and Chief Financial Officer June 4, 2024
Bruce A. Hausmann  (Principal Financial Officer)  
      
/s/ ROBERT PRIDGENVice President and Chief Accounting OfficerJune 4, 2024
Robert Pridgen(Principal Accounting Officer)
/s/ CHRISTOPHER G. KENNEDYChairman of the Board and DirectorJune 4, 2024
Christopher G. Kennedy
/s/ JOHN P. BURKE  Director June 4, 2024
John P. Burke     
      
/s/ DWIGHT GIBSON  Director June 4, 2024
Dwight Gibson     
/s/ DANIEL T. HENDRIXDirectorJune 4, 2024
Daniel T. Hendrix
/s/ JOSEPH KEOUGH  Director June 4, 2024
Joseph Keough     
      
/s/ CATHERINE M. KILBANE  Director June 4, 2024
Catherine M. Kilbane     
      
/s/ K. DAVID KOHLER  Director June 4, 2024
K. David Kohler     
      
/s/ CATHERINE MARCUSDirectorJune 4, 2024
Catherine Marcus
/s/ ROBERT T. O’BRIEN  Director June 4, 2024
Robert T. O’Brien     


Exhibit 107
Calculation of Filing Fee Table
FORM S-8
(Form Type)
INTERFACE, INC.
(Exact Name of Registrant as Specified in its Charter)


Table 1: Newly Registered Securities
Security
Type		Security
Class
Title		Fee
Calculation
Rule
Amount
Registered(1)
Proposed
Maximum
Offering Price
Per Unit(2)
Maximum
Aggregate
Offering Price		Fee RateAmount of
Registration
Fee
EquityCommon Stock,
$0.10 par value per share		Rule 457(c) and Rule 457(h)
under the Securities Act		3,200,000$15.575

$49,840,000.00
0.00014760$7,356.39
Total Offering Amounts
$7,356.39
Total Fees Offsets(3)
--
Net Fee Due
$7,356.39
(1)     This Registration Statement on Form S-8 (this “Registration Statement”) covers an additional 3,200,000 shares of common stock, $0.10 par value per share (the “Common Stock”), of Interface, Inc. (the “Registrant”) authorized for issuance under the Interface, Inc. 2020 Omnibus Stock Incentive Plan, as Amended and Restated Effective May 13, 2024 (the “Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Plan, by reason of any stock dividend, stock split or other similar transaction.
(2)     Estimated pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, solely for the purpose of computing the registration fee, based on the average of the high and low prices reported for a share of Common Stock on the Nasdaq Global Select Market on May 28, 2024, which date is within five business days prior to the filing of this Registration Statement.
(3)     There are no fee offsets.


June 4, 2024

Interface, Inc.
1280 West Peachtree Street, NW
Atlanta, Georgia 30309

Re: Registration Statement on Form S-8 Filed by Interface, Inc.

Ladies and Gentlemen:

I have acted as Vice President, General Counsel and Secretary for Interface, Inc., a Georgia corporation (the “Company”), in connection with the registration of 3,200,000 shares (the “Shares”) of common stock, $0.10 par value per share, of the Company that may be issued or delivered and sold pursuant to the Interface, Inc. 2020 Omnibus Stock Incentive Plan, as Amended and Restated Effective May 13, 2024 (the “Plan”). In connection with the opinion expressed herein, I have examined such documents, records and matters of law as I have deemed relevant or necessary for purposes of such opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, it is my opinion that the Shares that may be issued or delivered and sold pursuant to the Plan and the authorized award agreements thereunder (the “Award Agreements”) will be, when issued or delivered and sold in accordance with the Plan and the Award Agreements, validly issued, fully paid and nonassessable.

The opinion expressed herein is limited to the laws of the State of Georgia, as currently in effect, and I express no opinion as to the effect of the laws of any other jurisdiction on the opinion expressed herein. In addition, I have assumed that the resolutions authorizing the Company to issue or deliver and sell the Shares pursuant to the Plan and the Award Agreements will be in full force and effect at all times at which the Shares are issued or delivered and sold by the Company. In rendering the opinion above, I have assumed that each award under the Plan will be approved by the Board of Directors of the Company or an authorized committee of the Board of Directors.

I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by the Company to effect registration of the Shares under the Securities Act of 1933.
 
Very truly yours,

/s/ David B. Foshee

David B. Foshee
Vice President, General Counsel and Secretary of Interface, Inc.





Consent of Independent Registered Public Accounting Firm


Interface, Inc.
Atlanta, Georgia
We hereby consent to the incorporation by reference in this Registration Statement of our reports dated February 28, 2024, relating to the consolidated financial statements and schedule and the effectiveness of internal control over financial reporting, of Interface, Inc. and Subsidiaries (the Company) appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.


/s/ BDO USA, P.C.
Atlanta, Georgia
June 4, 2024


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