<PAGE>
As filed with the Securities and Exchange Commission on June 27, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KNOLL, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3873847
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1235 Water Street
East Greenville, Pennsylvania 18041
(Address of Principal Executive Office)
Knoll, Inc. 1997 Employee Stock Purchase Plan
Knoll, Inc. 1997 Stock Incentive Plan
The Knoll Retirement Savings Plan
(Full title of the plans)
Patrick A. Milberger, Esq.
Vice President, General Counsel and Secretary
Knoll, Inc.
1235 Water Street
East Greenville, Pennsylvania 18041
(215) 679-7991
(Name, address and telephone number,
including area code, of agent for service)
COPY TO:
Michael A. Schwartz, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, NY 10022
(212) 821-8000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered (1) per share (2) price (2) fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par
value per share 2,055,772 $23.063 $47,412,269.64 $14,367.35
</TABLE>
(1) Represents 500,000 shares of common stock of Knoll, Inc. (the "Common
Stock") issuable pursuant to The Knoll Retirement Savings Plan (the
"401(k) Plan"), 300,000 shares of Common Stock issuable pursuant to the
Knoll, Inc. 1997 Employee Stock Purchase Plan (the "Stock Purchase Plan")
and 1,255,772 shares of Common Stock issuable pursuant to the Knoll, Inc.
1997 Stock Incentive Plan (the "Stock Incentive Plan") (collectively, the
"Plans"). In addition, pursuant to Rule 416(c) under the Securities Act of
1933, as amended (the "Securities Act"), this registration statement on
Form S-8 (the "Registration Statement") also covers an indeterminate
amount of interests to be offered or sold pursuant to the 401(k) Plan.
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to Rule 457(h) under the Securities Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange
Commission (the "Commission") by Knoll, Inc., a Delaware corporation, (the
"Company") are incorporated by reference into the Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997; and
(c) The description of the Common Stock which is incorporated by
reference into the Company's Registration Statement on Form 8-A, pursuant to the
Exchange Act, filed on April 18, 1997, as amended by Form 8A/A-1, filed on May
6, 1997 and contained in the Company's Registration Statement on Form S-1,
Registration No. 333-23399, filed on March 14, 1997, as amended by Amendments
Nos. 1, 2, 3 and 4, filed on April 18, 1997, April 30, 1997, May 6, 1997 and May
9, 1997, respectively (the "S-1 Registration Statement").
In addition, all documents filed by the Company and the 401(k) Plan
with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") subsequent to the date of
the Registration Statement and prior to the filing of a post-effective amendment
which indicates that all the securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of the
filing of such documents with the Commission.
Item 4. DESCRIPTION OF SECURITIES
Inapplicable
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company, which is a Delaware corporation, is empowered by the
Delaware General Corporation Law, subject to the procedures and limitations
stated therein, to indemnify any person against expenses (including attorneys'
fees), judgments,
<PAGE>
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with any threatened, pending or completed action, suit or proceeding
in which such person is made a party by reason of his being or having been a
director, officer, employee or agent of the Company. The statute provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors, or otherwise. The Certificate
of Incorporation and By-Laws of the Company provide for indemnification of the
directors and officers of such entities to the full extent permitted by the
Delaware General Corporation Law.
Article SEVENTH of the Company's Certificate of Incorporation provides
as follows:
SEVENTH: 1. Indemnification. The Corporation shall indemnify to the
fullest extent permitted under and in accordance with the laws of the State of
Delaware 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 or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a director,
officer, incorporator, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as director, officer, trustee,
employee or agent of or in any other similar capacity with another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendre or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in, or not
opposed to, the best interests of the Corporation, and, with respect to any
criminal action or proceeding, shall not, of itself, create a presumption that
the person had reasonable cause to believe that his conduct was unlawful.
2. Payment of Expenses. Expenses (including attorneys' fees) incurred
in defending any civil, criminal, administrative or investigative action, suit
or proceeding shall (in the case of any action, suit or proceeding against a
director of the Corporation) or may (in the case of any action, suit or
proceeding against an officer, trustee, employee or agent) be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board of
<PAGE>
Directors upon receipt of an undertaking by or on behalf of the indemnified
person to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Article
SEVENTH.
3. Nonexclusivity of Provision. The indemnification and other rights
set forth in this Article SEVENTH shall not be exclusive of any provisions with
respect thereto in the by-laws or any other contract or agreement between the
Corporation and any officer, director, employee or agent of the Corporation.
4. Effect of Repeal. Neither the amendment nor repeal of this Article
SEVENTH, subparagraph 1, 2, or 3, nor the adoption of any provision of this
Certificate of Incorporation inconsistent with this Article SEVENTH,
subparagraph 1, 2, or 3, shall eliminate or reduce the effect of this Article
SEVENTH, subparagraphs 1, 2, and 3, in respect of any matter occurring before
such amendment, repeal or adoption of an inconsistent provision or in respect of
any cause of action, suit or claim relating to any such matter which would have
given rise to a right of indemnification or right to receive expenses pursuant
to this Article SEVENTH, subparagraph 1, 2, or 3, if such provision had not been
so amended or repealed or if a provision inconsistent therewith had not been so
adopted.
5. Limitation on Liability. No director or officer shall be personally
liable to the Corporation or any stockholder for monetary damages for breach of
fiduciary duty as a director or officer, except for any matter in respect of
which such director or officer (A) shall be liable under Section 174 of the
General Corporation Law of the State of Delaware or any amendment thereto or
successor provision thereto, or (B) shall be liable by reason that, in addition
to any and all other requirements for liability, he:
(i) shall have breached his duty of loyalty to the
Corporation or its stockholders;
(ii) shall not have acted in good faith or, in failing to
act, shall not have acted in good faith;
(iii) shall have acted in a manner involving intentional
misconduct or a knowing violation of law or, in failing to act, shall
have acted in a manner involving intentional misconduct or a knowing
violation of law; or
(iv) shall have derived an improper personal benefit.
If the General Corporation Law of the State of Delaware is amended
after the date hereof to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the Corporation
<PAGE>
shall be eliminated or limited to the fullest extent permitted by the General
Corporation Law of the State of Delaware, as so amended.
The Company maintains an insurance policy providing for indemnification
of its officers, directors and certain other persons against liabilities and
expenses incurred by any of them in certain stated proceedings and under certain
stated conditions. In addition, the Company's employment agreements with Burton
B. Staniar, John H. Lynch and Andrew B. Cogan provide that if during and after
the term of such officers' employment the executive is made a party or compelled
to participate in any action by reason of the fact that he is or was a director
or officer of the Company, the executive will be indemnified by the Company to
the fullest extent permitted by Delaware General Corporation Law or authorized
by the Company's Certificate of Incorporation or By-Laws or resolutions.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable
Item 8. EXHIBITS
Exhibit No.
- -----------
4 Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Company's S-1 Registration Statement).
5 Opinion of Willkie Farr & Gallagher.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Willkie Farr & Gallagher (contained in Exhibit 5).
24 Power of Attorney (reference is made to the signature page).
The Company hereby undertakes to submit the 401(k) Plan and any
amendments thereto to the Internal Revenue Service in a timely manner and will
make all changes required by the IRS in order to qualify the 401(k) Plan.
Item 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to the Registration Statement:
<PAGE>
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(b) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act and
each filing of the 401(k) Plan's annual report pursuant to Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for
<PAGE>
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Company 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 East Greenville, Commonwealth of Pennsylvania, on the
25th day of June, 1997.
KNOLL, INC.
By:/s/ Douglas J. Purdom
Douglas J. Purdom
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act, the
Retirement Plans Administration Committee, the administrative committee of the
401(k) Plan, has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of East
Greenville, Commonwealth of Pennsylvania, on the 25th day of June, 1997.
THE KNOLL RETIREMENT SAVINGS PLAN
BY: KNOLL, INC. as plan
administrator
BY: THE RETIREMENT PLANS
ADMINISTRATION COMMITTEE, acting on
behalf of the plan as administrator
BY: /s/ Barbara E. Ellixson
A member of the Retirement Plans
Administration Committee
<PAGE>
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers
and directors of the Company hereby severally constitutes and appoints Burton B.
Staniar, John H. Lynch, Douglas J. Purdom and Patrick A. Milberger their true
and lawful attorneys-in-fact for the undersigned, in any and all capacities,
each with full power of substitution, to sign any and all amendments to this
Registration Statement (including post-effective amendments), and to file the
same with exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that each said attorney-in-fact, or any of them, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Burton B. Staniar Chairman of the Board June 25, 1997
Burton B. Staniar
/s/ John H. Lynch President, Chief Executive Officer and June 25, 1997
John H. Lynch Director (Principal Executive Officer)
/s/ Douglas J. Purdom Chief Financial Officer (Principal June 25, 1997
Douglas J. Purdom Financial Officer)
/s/ Barry L. McCabe Controller (Principal Accounting June 25, 1997
Barry L. McCabe Officer)
/s/ Andrew B. Cogan Director June 25, 1997
Andrew B. Cogan
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Jeffrey A. Harris Director June __, 1997
/s/ Sidney Lapidus Director June 25, 1997
Sidney Lapidus
/s/ Kewsong Lee Director June 25, 1997
Kewsong Lee
/s/ John L. Vogelstein Director June 25, 1997
John L. Vogelstein
John W. Amerman Director June __, 1997
/s/ Robert J. Dolan
Robert J. Dolan Director June 25, 1997
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
5 Opinion of Willkie Farr & Gallagher.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Willkie Farr & Gallagher (contained in Exhibit 5).
24 Powers of Attorney (included on signature page).
<PAGE>
EXHIBIT 5
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022-4677
June 26, 1997
Knoll, Inc.
1235 Water Street
East Greenville, Pennsylvania 18041
Ladies and Gentlemen:
We have acted as counsel to Knoll, Inc. (the "Company"), a corporation organized
under the laws of the State of Delaware, in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the offer and sale of up to 2,055,772 shares of the common stock of the Company,
par value $.01 per share (the "Shares"), issuable pursuant to the terms of the
Knoll, Inc. 1997 Employee Stock Purchase Plan, the Knoll, Inc. 1997 Stock
Incentive Plan and The Knoll Retirement Savings Plan (collectively, the
"Plans").
We have examined copies of the Amended and Restated Certificate of
Incorporation and By-Laws of the Company, the Registration Statement, and such
other records and documents that we have deemed necessary for the purpose of
this opinion. We have also examined such other documents, papers, statutes and
authorities as we have deemed necessary to form a basis for the opinion
hereinafter expressed.
In our examination, we have assumed the genuineness of all signatures and the
conformity to original documents of all copies submitted to us. As to various
questions of fact material to our opinion, we have relied on statements and
certificates of officers and representatives of the Company and public
officials.
Based on the foregoing, we are of the opinion that, with respect to the Shares
to be originally issued, such Shares, when duly sold, issued and paid for in
accordance with the terms of the Plans, will be duly authorized and validly
issued and will be fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securites and Exchange Commission.
Very truly yours,
/s/ Willkie Farr & Gallagher
<PAGE>
EXHIBIT 23.1
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Knoll, Inc. of our report dated January 15, 1996
appearing on page F-3 of the Company's Form 10-K for the year ended December 31,
1996.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Pittsburgh, Pennsylvania
June 26, 1997
<PAGE>
EXHIBIT 23.2
<PAGE>
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-_________) pertaining to The Knoll Retirement Savings Plan, the
Knoll, Inc. 1997 Employee Stock Purchase Plan, and the Knoll, Inc. 1997 Stock
Incentive Plan of our report dated March 14, 1997, with respect to the
consolidatd financial statements and schedule of Knoll, Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young
Philadelphia, PA
June 26, 1997
