SEC Info - Interface Inc - ‘POSASR’ on 10/30/06

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		Alternative Formats (Word, et al.) Exhibit Index Exhibits Other Expenses of Issuance and Distribution Part Ii Signatures Table of Contents
1	1st Page – Filing Submission
"	Table of Contents
"	Part Ii
"	Item 14. Other Expenses of Issuance and Distribution
"	Item 16. Exhibits
"	Signatures
"	Exhibit Index

C: C: C: C:


AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 2006		REGISTRATION NO. 333-134168

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Interface, Inc.

(Exact Name of Issuer as Specified in its Charter)


Georgia		58-1451243
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification Number)

2859 Paces Ferry Road, Suite 2000
Atlanta, Georgia 30339
(770) 427-6800
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)


Raymond S. Willoch, Esquire		Copy to:
Senior Vice President-Administration,		W. Randy Eaddy, Esquire
General Counsel and Secretary		Kilpatrick Stockton LLP
Interface, Inc.		1100 Peachtree Street, Atlanta, Georgia 30309-4530
2859 Paces Ferry Road, Suite 2000, Atlanta, Georgia 30339 (770) 437-6800		Telephone: (404) 815-6500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Proposed Maximum

Title of Each Class of

Amount to be

Offering Price

Proposed Maximum

Amount of

Securities to be Registered

Registered(1)

Per Unit(2)

Aggregate Offering Price(1)(2)

Registration Fee

Common Stock(3)

5,750,000

$14.76

$84,870,000

$9,081.09


(1)		Includes 750,000 shares subject to the exercise of the underwriter’s over-allotment option.

(2)		Determined in accordance with Rule 457(c) and 457(r) under the Securities Act of 1933 based on $14.76, the average of the high and low prices on the Nasdaq Global Market on October 27, 2006.

(3)		Each share of common stock includes one preferred stock purchase right as described under “Description of Capital Stock”. No separate consideration will be received for the preferred stock purchase rights.

Explanatory Note

This Post-Effective Amendment No. 1 is being filed to reflect and pay the registration fee for a take-down offering of specific securities pursuant to the Company’s Form S-3, File No. 333-134168, and to include certain information and exhibits in connection therewith as prescribed by Part II thereto. The Prospectus Supplement used for the take-down offering is not included herein, but has been filed separately from this Amendment as permitted by Rule 424(b)(2).

TABLE OF CONTENTS


PART II
	ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
	ITEM 16. EXHIBITS
SIGNATURES
Exhibit Index
EX-5.2 LEGAL OPINION OF KILPATRICK STOCKTON LLP
EX-23.2.2 CONSENT OF BDO SEIDMAN, LLP

The following table sets forth the expenses in connection with the registration and take-down offering of 5,750,000 shares of Class A Common Stock from the universal shelf registration of securities covered by the Registrant’s Form S-3 Registration Statement, File No. 333-134168. It does not relate to possible past or future take-down offerings of other securities that are also covered by such Registration Statement. All of the amounts shown are estimated, except the SEC registration fee, and relate to this Form S-3 only.


SEC Registration Fee	$	9,081
Nasdaq Listing Fees		50,000
Printing and Engraving Expenses		75,000
Legal Fees and Expenses		200,000
Accounting Fees and Expenses		125,000
Transfer Agent Fees and Expenses		15,000
Miscellaneous		25,919
Total	$	500,000

C:

ITEM 16. EXHIBITS.

The exhibits listed below include only those that are being affected by this Post-Effective Amendment No. 1. For a complete listing of the exhibits that form a part of this Registration Statement, this Post-Effective Amendment No. 1 should be read together with the list of exhibits set forth under Item 16 of the Registration Statement as originally filed and effective.


Exhibit
Number		Description of Exhibit
5.2	—	Legal Opinion of Kilpatrick Stockton LLP
23.1.1	—	Consent of Kilpatrick Stockton, LLP (see Exhibit 5.1).*
23.1.2	—	Consent of Kilpatrick Stockton, LLP (see Exhibit 5.2).
23.2.1	—	Consent of BDO Seidman, LLP.*
23.2.2	—	Consent of BDO Seidman, LLP.


*		Previously filed and renumbered.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 30, 2006.


	INTERFACE, INC.
	By:	/s/ *Daniel T. Hendrix*
		Daniel T. Hendrix,
		President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on October 30, 2006.


Signature		Title

*
Ray C. Anderson		Non-Executive Chairman of the Board of Directors

/s/ *Daniel T. Hendrix*
Daniel T. Hendrix		President, Chief Executive Officer and Director (Principal Executive Officer)

/s/ *Patrick C. Lynch*
Patrick C. Lynch		Vice President and Chief Financial Officer (Principal Financial and Principal Accounting Officer)

* Edward C. Callaway		Director

* Dianne Dillon-Ridgley		Director

* Carl I. Gable		Director

* June M. Henton		Director

*
Christopher G. Kennedy		Director

II-2


Signature		Title

K. David Kohler		Director

*
James B. Miller, Jr.		Director

*
Thomas R. Oliver		Director

*
Clarinus C.Th. van Andel		Director



	* By:	/s/ *Daniel T. Hendrix*
		Daniel T. Hendrix
		Attorney-in-fact

II-3

Exhibit Index


Exhibit
Number		Description of Exhibit
5.2	—	Legal Opinion of Kilpatrick Stockton LLP
23.1.2	—	Consent of Kilpatrick Stockton, LLP (see Exhibit 5.2).
23.2.2	—	Consent of BDO Seidman, LLP.

II-4

This ‘POSASR’ Filing	Date	Other Filings

Filed on / Effective on:	10/30/06	424B2
	10/27/06
		List all Filings

Interface Inc – ‘POSASR’ on 10/30/06

On: Monday, 10/30/06, at 5:00pm ET · Effective: 10/30/06 · Accession #: 950144-6-9926 · File #: 333-134168

Post-Effective Amendment to an S-3ASR or F-3ASR
Filing Table of Contents

POSASR — Interface, Inc.
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Interface Inc – ‘POSASR’ on 10/30/06

On: Monday, 10/30/06, at 5:00pm ET · Effective: 10/30/06 · Accession #: 950144-6-9926 · File #: 333-134168

Post-Effective Amendment to an S-3ASR or F-3ASRFiling Table of Contents

POSASR — Interface, Inc.Document Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Post-Effective Amendment to an S-3ASR or F-3ASR
Filing Table of Contents

POSASR — Interface, Inc.
Document Table of Contents