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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): OCTOBER 25, 2006
UNIFI, INC.
(Exact name of registrant as specified in its charter)
NEW YORK
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(State or other jurisdiction of incorporation)
1-10542 11-2165495
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(Commission File No.) (IRS Employer Identification No.)
7201 WEST FRIENDLY AVENUE
GREENSBORO, NORTH CAROLINA 27410
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(Address of principal executive offices)
(336) 294-4410
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name or former address, if changed since last report)
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 (SEE General Instruction A.2. below):
|_| 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
PURCHASE AGREEMENT
On October 25, 2006, Unifi Manufacturing, Inc. ("UMI"), a North
Carolina corporation and wholly owned subsidiary of Unifi, Inc. (the "Company")
entered into an Asset Purchase Agreement (the "Purchase Agreement") with Dillon
Yarn Corporation, a South Carolina corporation ("Dillon"), pursuant to which
UMI will purchase certain assets, and assume certain liabilities, of Dillon
related to or used in the textured nylon and polyester yarn businesses of
Dillon (the "Acquisition"), for an aggregate purchase price of $65 million,
payable in a combination of approximately $44.5 million in cash and
approximately 8.3 million shares of common stock of the Company valued at
approximately $20.5 million (the "Unifi Stock Consideration"), subject to
adjustment. The Acquisition is expected to close in January 2007 (the
"Closing").
In connection with the Acquisition, as of the Closing, the
Company and Dillon will enter into a Registration Rights Agreement, a form of
which is attached as an exhibit to the Purchase Agreement (the "Registration
Rights Agreement"), which provides, among other things, that the Company will
grant Dillon certain rights relating to the registration of the Unifi Stock
Consideration.
Copies of the Purchase Agreement and the form of Registration
Rights Agreement are attached hereto as Exhibit 10.1 and Exhibit 10.2,
respectively, each of which is incorporated herein by reference.
ITEM 8.01 OTHER EVENTS
On October 25, 2006, the Company issued a press release
announcing the Acquisition, which press release is attached hereto as Exhibit
99.1 and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
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10.1 Asset Purchase Agreement, dated October 25, 2006.
10.2 Form of Registration Rights Agreement.
99.1 Press Release, dated October 25, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report on Form 8-K to be signed on
its behalf by the undersigned, thereunto duly authorized.
UNIFI, INC.
By: /s/ Charles F. Mccoy
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Name: Charles F. McCoy
Vice President, Secretary
and General Counsel
Dated: October 26, 2006
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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10.1 Asset Purchase Agreement, dated October 25, 2006.
10.2 Form of Registration Rights Agreement.
99.1 Press Release, dated October 25, 2006.