SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
February 20, 2008
UNIFI, INC.
(Exact
name of registrant as specified in its charter)
|
New
York |
1-10542 |
11-2165495 |
7201
West Friendly Avenue
Greensboro,
North Carolina 27410
(Address of principal executive offices,
including zip code)
(336) 294-4410
(Registrant's telephone number,
including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION
OF
DIRECTORS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
(a) On
February 21, 2008, Unifi, Inc. (the "Company") entered into a Change
of Control Agreement (the "Agreement") with Ronald L. Smith, the
Company's Vice President and Chief Financial Officer. The Agreement provides that if Mr. Smith's employment is terminated
involuntarily, other than by death or disability or cause, or voluntarily for
good reason, after a change in control of the Company, Mr. Smith will receive
certain benefits. The present value of the benefits will be 2.99 times the average of Mr. Smith's annual compensation paid during the five (5) calendar years
preceding the change of control of the Company, limited to the amount deductible by
the Company and as may be subject to excise taxes under the Internal Revenue
Code, all as determined by the Company's independent certified public
accountants, whose decision shall be binding upon the Company and Mr. Smith. These benefits will be paid to Mr.
Smith in equal installments over a twenty-four (24) month period.
A change of control is
deemed to occur if, among other things, (i) there shall
be consummated any consolidation or merger of the Company or the sale of all or
substantially all of the assets of the Company, (ii) the Shareholders of the
Company have approved any plan or proposal for the liquidation or dissolution
of the Company, (iii) any person acquires twenty percent (20%) or more of the
outstanding voting stock of the Company, or (iv) if there is a change in the
majority of Directors under specified conditions within a two (2) year period.
A copy of the Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.
(b) Effective February 20, 2008, the Board of Directors of the Company appointed Mr. Archibald Cox, Jr. to the Board of Directors of the Company. Mr. Cox was appointed to a term expiring at the Company's 2008 Annual Meeting of Shareholders, at which time it is expected that he will be nominated to stand for election by the Shareholders of the Company. Mr. Cox was appointed to the Audit Committee of the Board of Directors. There are no transactions to which the Company or any of its subsidiaries is a party and in which Mr. Cox or any member of his immediate family had a material interest that are required to be disclosed under Item 404(a) of Regulation S-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
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EXHIBIT NO. |
DESCRIPTION OF EXHIBIT |
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Change of Control Agreement between Unifi, Inc. and Ronald L. Smith, effective February 21, 2008. |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
By: /s/ CHARLES F. MCCOY
Charles F. McCoy
Vice President, Secretary and General Counsel
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EXHIBIT NO. |
DESCRIPTION OF EXHIBIT |
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10.1 |
Change of Control Agreement between Unifi, Inc. and Ronald L. Smith, effective February 21, 2008.
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