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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/29/19 Unifi Inc 10-K 6/30/19 161:22M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.56M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 65K
3: EX-10.33 Material Contract HTML 64K
4: EX-21.1 Subsidiaries List HTML 55K
5: EX-23.1 Consent of Experts or Counsel HTML 46K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 50K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 50K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 47K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 48K
16: R1 Document And Entity Information HTML 95K
17: R2 Consolidated Balance Sheets HTML 140K
18: R3 Consolidated Balance Sheets (Parenthetical) HTML 55K
19: R4 Consolidated Statements of Income HTML 133K
20: R5 Consolidated Statements of Comprehensive (Loss) HTML 74K
Income
21: R6 Consolidated Statements of Comprehensive (Loss) HTML 48K
Income (Parenthetical)
22: R7 Consolidated Statements of Shareholders' Equity HTML 123K
23: R8 Consolidated Statements of Cash Flows HTML 152K
24: R9 Background HTML 53K
25: R10 Summary of Significant Accounting Policies HTML 108K
26: R11 Recent Accounting Pronouncements HTML 65K
27: R12 Sale of Renewables HTML 50K
28: R13 Revenue Recognition HTML 104K
29: R14 Receivables, Net HTML 122K
30: R15 Inventories HTML 75K
31: R16 Other Current Assets HTML 67K
32: R17 Property, Plant and Equipment, Net HTML 122K
33: R18 Intangible Assets, Net HTML 126K
34: R19 Other Non-Current Assets HTML 61K
35: R20 Accrued Expenses HTML 74K
36: R21 Long-Term Debt HTML 151K
37: R22 Other Long-Term Liabilities HTML 69K
38: R23 Income Taxes HTML 360K
39: R24 Shareholders' Equity HTML 51K
40: R25 Stock-Based Compensation HTML 224K
41: R26 Defined Contribution Plan HTML 59K
42: R27 Fair Value of Financial Instruments and HTML 110K
Non-Financial Assets and Liabilities
43: R28 Accumulated Other Comprehensive Loss HTML 181K
44: R29 Computation of Earnings Per Share HTML 121K
45: R30 Other Operating Expense (Income), Net HTML 47K
46: R31 Investments in Unconsolidated Affiliates and HTML 309K
Variable Interest Entities
47: R32 Commitments and Contingencies HTML 164K
48: R33 Related Party Transactions HTML 81K
49: R34 Business Segment Information HTML 544K
50: R35 Quarterly Results (Unaudited) HTML 143K
51: R36 Supplemental Cash Flow Information HTML 64K
52: R37 Significant Accounting Policies (Policies) HTML 189K
53: R38 Summary of Significant Accounting Policies HTML 79K
(Tables)
54: R39 Recent Accounting Pronouncements (Tables) HTML 59K
55: R40 Revenue Recognition (Tables) HTML 99K
56: R41 Receivables, Net (Tables) HTML 119K
57: R42 Inventories (Tables) HTML 75K
58: R43 Other Current Assets (Tables) HTML 66K
59: R44 Property, Plant and Equipment, Net (Tables) HTML 126K
60: R45 Intangible Assets, Net (Tables) HTML 128K
61: R46 Other Non-Current Assets (Tables) HTML 60K
62: R47 Accrued Expenses (Tables) HTML 72K
63: R48 Long-Term Debt (Tables) HTML 150K
64: R49 Other Long-Term Liabilities (Tables) HTML 66K
65: R50 Income Taxes (Tables) HTML 360K
66: R51 Stock-Based Compensation (Tables) HTML 221K
67: R52 Defined Contribution Plan (Tables) HTML 58K
68: R53 Fair Value of Financial Instruments and HTML 99K
Non-Financial Assets and Liabilities (Tables)
69: R54 Accumulated Other Comprehensive Loss (Tables) HTML 183K
70: R55 Computation of Earnings Per Share (Tables) HTML 120K
71: R56 Investments in Unconsolidated Affiliates and HTML 308K
Variable Interest Entities (Tables)
72: R57 Commitments and Contingencies (Tables) HTML 165K
73: R58 Related Party Transactions (Tables) HTML 80K
74: R59 Business Segment Information (Tables) HTML 554K
75: R60 Quarterly Results (Unaudited) (Tables) HTML 143K
76: R61 Supplemental Cash Flow Information (Tables) HTML 62K
77: R62 Background - Additional Information (Details) HTML 51K
78: R63 Summary of Significant Accounting Policies - HTML 66K
Useful Lives of Property, Plant and Equipment
(Details)
79: R64 Summary of Significant Accounting Policies - HTML 51K
Additional Information (Details)
80: R65 Summary of Significant Accounting Policies - HTML 49K
Schedule of Research and Development Costs
(Details)
81: R66 Summary of Significant Accounting Policies - HTML 47K
Schedule of Advertising Costs (Details)
82: R67 Recent Accounting Pronouncements - Additional HTML 61K
Information (Details)
83: R68 Recent Accounting Pronouncements - Schedule of HTML 66K
Adjustment to Opening Balance of Fiscal 2019
Retained Earnings (Details)
84: R69 Sale of Renewables - Additional Information HTML 57K
(Details)
85: R70 Revenue Recognition - Disaggregated Revenues for HTML 58K
UNIFI (Details)
86: R71 Revenue Recognition - Summary of Impact of HTML 89K
Adoption of New Revenue Recognition Guidance
(Details)
87: R72 Revenue Recognition - Additional Information HTML 47K
(Details)
88: R73 Receivables, Net - Schedule of Accounts, Notes, HTML 61K
Loans and Financing Receivable (Details)
89: R74 Receivables, Net - Allowance for Credit Losses on HTML 57K
Financing Receivables (Details)
90: R75 Inventories - Inventories Components (Details) HTML 63K
91: R76 Inventories - Additional Information (Details) HTML 47K
92: R77 Other Current Assets - Schedule of Other Current HTML 58K
Assets (Details)
93: R78 Property, Plant and Equipment, Net - PP&E Net HTML 76K
Components (Details)
94: R79 Property, Plant and Equipment, Net - Schedule of HTML 54K
Capital Leased Assets (Details)
95: R80 Property, Plant and Equipment, Net - Schedule of HTML 50K
Depreciation Expense and Repair and Maintenance
Expense (Details)
96: R81 Intangible Assets, Net - Components of Intangible HTML 60K
Assets, Net (Details)
97: R82 Intangible Assets, Net - Additional Information HTML 66K
(Details)
98: R83 Intangible Assets, Net - Amortization Expense for HTML 56K
Intangible Assets (Details)
99: R84 Intangible Assets, Net - Expected Intangible Asset HTML 57K
Amortization (Details)
100: R85 Other Non-Current Assets - Schedule of Other HTML 52K
Assets, Noncurrent (Details)
101: R86 Other Non-Current Assets - Additional Information HTML 61K
(Details)
102: R87 Accrued Expenses - Schedule of Accrued Liabilities HTML 67K
(Details)
103: R88 Long-Term Debt - Long-Term Debt Components HTML 85K
(Details)
104: R89 Long-Term Debt - Long-Term Debt Components HTML 48K
(Details) (Parenthetical)
105: R90 Long-Term Debt - Additional Information (Details) HTML 103K
106: R91 Long-Term Debt - Scheduled Maturities of HTML 82K
Outstanding Debt Obligations (Details)
107: R92 Other Long-Term Liabilities - Other Long-Term HTML 58K
Liabilities Components (Details)
108: R93 Other Long-Term Liabilities - Additional HTML 61K
Information (Details)
109: R94 Income Taxes - Components of Income before Income HTML 55K
Taxes (Details)
110: R95 Income Taxes - Schedule of Provision (Benefit) for HTML 76K
Income Taxes (Details)
111: R96 Income Taxes - Additional Information (Details) HTML 129K
112: R97 Income Taxes - Reconciliation from Federal HTML 91K
Statutory Tax Rate to Effective Tax Rate (Details)
113: R98 Income Taxes - Deferred Tax Assets and Liabilities HTML 88K
(Details)
114: R99 Income Taxes - Deferred Tax Valuation Allowance HTML 51K
Activities (Details)
115: R100 Income Taxes - Schedule of Components of Deferred HTML 56K
Tax Valuation Allowance (Details)
116: R101 Income Taxes - Reconciliation of Beginning and HTML 58K
Ending Gross Amounts of Unrecognized Tax Benefits
(Details)
117: R102 Shareholders' Equity - Additional Information HTML 70K
(Details)
118: R103 Stock-Based Compensation - Additional Information HTML 141K
(Details)
119: R104 Stock-Based Compensation - Summary of Number of HTML 68K
Securities Remaining Available for Future Issuance
(Details)
120: R105 Stock-Based Compensation - Stock Option Valuation HTML 57K
Assumptions (Details)
121: R106 Stock-Based Compensation - Summary of Stock Option HTML 98K
Activity (Details)
122: R107 Stock-Based Compensation - Summary of RSU and VSU HTML 83K
Activity (Details)
123: R108 Stock-Based Compensation - Stock Based HTML 54K
Compensation Total Cost Charged Against Income
(Details)
124: R109 Defined Contribution Plan - Additional Information HTML 54K
(Details)
125: R110 Defined Contribution Plan - Schedule of Employer HTML 48K
Matching Contribution Expense Related to 401(k)
Plan (Details)
126: R111 Fair Value of Financial Instruments and HTML 107K
Non-Financial Assets and Liabilities - Additional
Information (Details)
127: R112 Fair Value of Financial Instruments and HTML 75K
Non-Financial Assets and Liabilities - Schedule of
Financial Assets and Liabilities of Fair Value on
Recurring Basis (Details)
128: R113 Accumulated Other Comprehensive Loss - Schedule of HTML 60K
Changes in Accumulated Other Comprehensive Loss,
Net of Tax (Details)
129: R114 Accumulated Other Comprehensive Loss - Summary of HTML 75K
Other Comprehensive (Loss) Income (Details)
130: R115 Computation of Earnings Per Share - Computation of HTML 83K
Basic and Diluted Earnings Per Share (Details)
131: R116 Investments in Unconsolidated Affiliates and HTML 94K
Variable Interest Entities - Additional
Information (Details)
132: R117 Investments in Unconsolidated Affiliates and HTML 63K
Variable Interest Entities - Schedule of
Reconciliation Between Share of Underlying Equity
(Details)
133: R118 Investments in Unconsolidated Affiliates and HTML 53K
Variable Interest Entities - Schedule of Raw
Material Purchases under Supply Agreement
(Details)
134: R119 Investments in Unconsolidated Affiliates and HTML 78K
Variable Interest Entities - Schedule of
Unaudited, Condensed Balance Sheet Information for
Unconsolidated Affiliates (Details)
135: R120 Investments in Unconsolidated Affiliates and HTML 81K
Variable Interest Entities - Schedule of
Unaudited, Condensed Income Statement Information
for Unconsolidated Affiliates (Details)
136: R121 Commitments and Contingencies - Additional HTML 48K
Information (Details)
137: R122 Commitments and Contingencies - Schedule of Future HTML 98K
Minimum Capital Lease Payments and Future Minimum
Lease Payments under Non-Cancelable Operating
Leases (Details)
138: R123 Commitments and Contingencies - Schedule of Rental HTML 47K
Expenses Incurred Under Operating Leases and
Included in Operating Income (Details)
139: R124 Commitments and Contingencies - Schedule of HTML 68K
Unconditional Purchase Obligations (Details)
140: R125 Commitments and Contingencies - Schedule of Costs HTML 52K
Incurred Under Purchases and Services Obligations
(Details)
141: R126 Related Party Transactions - Additional HTML 54K
Information (Details)
142: R127 Related Party Transactions - Related Party HTML 59K
Receivables and Payables (Details)
143: R128 Related Party Transactions - Schedule of Related HTML 56K
Party Transactions (Details)
144: R129 Business Segment Information - Additional HTML 57K
Information (Details)
145: R130 Business Segment Information - Selected Financial HTML 105K
Information for Polyester, Nylon, Brazil, Asia and
Other Segments (Details)
146: R131 Business Segment Information - Reconciliations of HTML 105K
Segment Gross Profit (Loss) to Consolidated Income
Before Income Taxes (Details)
147: R132 Business Segment Information - Reconciliation of HTML 62K
Segment Depreciation and Amortization Expense to
Consolidated Depreciation and Amortization Expense
(Details)
148: R133 Business Segment Information - Reconciliation of HTML 61K
Segment Capital Expenditures to Consolidated
Capital Expenditures (Details)
149: R134 Business Segment Information - Reconciliation of HTML 75K
Segment Total Assets to Consolidated Total Assets
(Details)
150: R135 Business Segment Information - Product Sales HTML 56K
Excluding All Other Category (Details)
151: R136 Business Segment Information - Geographic HTML 60K
Information for Net Sales (Details)
152: R137 Business Segment Information - Geographic HTML 57K
Information for Long-lived Assets (Details)
153: R138 Business Segment Information - Geographic HTML 57K
Information for Total Assets (Details)
154: R139 Quarterly Results (Unaudited) - Schedule of HTML 76K
Quarterly Financial Data (Details)
155: R140 Quarterly Results (Unaudited) - Schedule of HTML 51K
Quarterly Financial Data (Details) (Parenthetical)
156: R141 Supplemental Cash Flow Information - Schedule of HTML 51K
Cash Payments for Interest and Taxes (Details)
157: R142 Supplemental Cash Flow Information - Schedule of HTML 48K
Cash Payments for Interest and Taxes (Details)
(Parenthetical)
158: R143 Supplemental Cash Flow Information - Additional HTML 48K
Information (Details)
160: XML IDEA XML File -- Filing Summary XML 313K
159: EXCEL IDEA Workbook of Financial Reports XLSX 171K
10: EX-101.INS XBRL Instance -- ufi-20190630 XML 6.73M
12: EX-101.CAL XBRL Calculations -- ufi-20190630_cal XML 319K
13: EX-101.DEF XBRL Definitions -- ufi-20190630_def XML 1.14M
14: EX-101.LAB XBRL Labels -- ufi-20190630_lab XML 2.17M
15: EX-101.PRE XBRL Presentations -- ufi-20190630_pre XML 1.82M
11: EX-101.SCH XBRL Schema -- ufi-20190630 XSD 344K
161: ZIP XBRL Zipped Folder -- 0001564590-19-033600-xbrl Zip 326K
Exhibit 4.1
DESCRIPTION OF UNIFI, INC. COMMON STOCK
The statements in this description of the common stock of Unifi, Inc. (the “Registrant”) are brief summaries of, and are subject to the provisions of, the Registrant’s Restated Certificate of Incorporation (the “Restated Certificate of Incorporation”) and Amended and Restated By-laws, as amended (the “Amended and Restated By-laws”), and the relevant provisions of the Business Corporation Law of the State of New York (the “NYBCL”).
General
Under the Restated Certificate of Incorporation, the Registrant is authorized to issue 500,000,000 shares of its common stock, par value $0.10 per share (“Common Stock”), of which 18,489,842 shares were issued and outstanding as of August 16, 2019.
All shares of Common Stock issued and outstanding are fully paid and non-assessable shares of capital stock of the Registrant.
Voting Rights
In general, each holder of the Common Stock is entitled to one vote per share on all matters brought before the Registrant’s shareholders. Each director nominee shall be elected by an affirmative vote of a majority of the votes cast with respect to such director nominee by the shareholders entitled to vote in the election at a meeting at which a quorum is present, unless the number of nominees exceeds the number of directors to be elected in which case each director nominee shall be elected by a plurality of the votes of the shares properly represented and entitled to vote in the election at such meeting. Holders of the Common Stock do not have the right to cumulative voting in the election of directors.
In general, the affirmative vote of the holders of two-thirds of all outstanding shares of Common Stock 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.
Dividend Rights
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 the NYBCL applicable to the declaration of dividends. 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.
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 Registrant’s Board of Directors.
Liquidation Rights
In the event of the 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.
The Common Stock does not have any preemptive or other subscription rights, conversion rights or redemption privileges, and is not entitled to any sinking fund.
Transfer Agent and Registrar; Listing
American Stock Transfer & Trust Company, LLC is the transfer agent and registrar for the Common Stock. The Common Stock is listed for trading on the New York Stock Exchange under the ticker symbol “UFI.”
Anti-Takeover Effects of North Carolina and New York Law, the Restated Certificate of Incorporation and the Amended and Restated By-laws
Certain provisions of the North Carolina Business Corporation Act, the NYBCL, the Restated Certificate of Incorporation and the Amended and Restated By-laws may have the effect of delaying, deferring or preventing another person from acquiring control of the Registrant, including takeover attempts that might result in a premium over the market price for the shares of Common Stock.
Control Share Acquisition Statutes
In 1987, the North Carolina legislature adopted The North Carolina Control Share Acquisition Act related to certain rights provided to a corporation in connection with acquisitions of the corporation’s voting power above specified thresholds. The North Carolina legislature revised such Act effective June 5, 1989 to limit its scope to North Carolina corporations. By its terms, The North Carolina Control Share Acquisition 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 August 29, 2019, but the Registrant makes no undertaking to update such information to reflect legislative or judicial developments.
The North Carolina Shareholder Protection Act
In 1987, the North Carolina legislature adopted The North Carolina Shareholder Protection Act related to certain rights afforded to a corporation’s shareholders in connection with specified acquisitions of the corporation’s voting powers; however, as of July 16, 1987, the Registrant elected pursuant to such Act not to be subject to the provisions contained therein.
The Restated Certificate of Incorporation and the Amended and Restated By-laws
The Restated Certificate of Incorporation and the Amended and Restated By-laws contain the following provisions:
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Advance Notification. The Amended and Restated By-laws contain advance notice requirements for shareholder proposals and director nominations. |
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No Cumulative Voting. Neither the Restated Certificate of Incorporation nor the Amended and Restated By-laws provide for cumulative voting in the election of directors. |
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Limits on Calling Special Meetings of Shareholders. Neither the Restated Certificate of Incorporation nor the Amended and Restated By-laws provide that a special meeting of shareholders may be called by shareholders. |
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Limitations of Liability and Indemnification of Directors and Officers
Section 722 of the NYBCL provides that a corporation may indemnify any person made, or threatened to be made, a party to an action or proceeding (other than one by or in the right of the corporation to procure a judgment in its favor), whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the corporation served in any capacity at the request of the corporation, by reason of the fact that he or she, his or her testator or intestate, was a director or officer of the corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which he or she reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his or her conduct was unlawful. Section 721 of the NYBCL provides that the indemnification and advancement of expenses granted pursuant to, or provided by, the NYBCL shall not be deemed exclusive of any other rights to which a director or officer seeking indemnification or advancement of expenses may be entitled.
The Restated Certificate of Incorporation provides that a director of the Registrant shall not be liable to the Registrant or its shareholders for monetary damages for breach of duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the NYBCL. The Amended and Restated By-laws provide that the Registrant shall indemnify, defend and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or other, including appeals, by reason of the fact that he or she is or was a director, officer or employee of the Registrant, or is or was serving at the request of the Registrant as a director, officer or employee of any corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer or employee or in any other capacity while serving as a director, officer or employee, to the fullest extent authorized by the NYBCL, against all expenses, liability and loss reasonably incurred or suffered by such person in connection therewith; provided, however, that subject to certain exceptions relating to proceedings seeking to enforce rights to indemnification, the Registrant shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Directors. The Amended and Restated By-laws further provide that the right to indemnification conferred therein shall be a contract right and shall include the right to be paid by the Registrant expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that if required by law at the time of such payment, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer in advance of the final disposition of such proceeding, shall be made only upon delivery to the Registrant of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it should be determined ultimately that such director or officer is not entitled to be indemnified under the Amended and Restated By-laws or otherwise.
Section 726 of the NYBCL permits a corporation to purchase and maintain insurance to indemnify the corporation, directors and officers. The Registrant maintains directors’ and officers’ liability insurance for its directors and officers, as permitted in the Amended and Restated By-laws.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/29/19 | |||
| 8/16/19 | 4 | |||
| For Period end: | 6/30/19 | 10-K/A | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/25/23 Unifi Inc. 10-K 7/02/23 156:25M Donnelley … Solutions/FA 8/31/22 Unifi Inc. 10-K 7/03/22 156:23M ActiveDisclosure/FA 3/30/22 Unifi Inc. S-8 3/30/22 5:210K ActiveDisclosure/FA 8/25/21 Unifi Inc. 10-K 6/27/21 159:25M ActiveDisclosure/FA 8/26/20 Unifi Inc. 10-K 6/28/20 160:23M ActiveDisclosure/FA |