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As filed with the Securities and Exchange Commission on April 1, 1998
Registration No. 333-
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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
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1235 Water Street
East Greenville, Pennsylvania 18041
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(Address of Principal Executive Office)
Knoll, Inc. 1997 Stock Incentive Plan
(Amended and Restated as of October 22, 1997)
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(Full title of the plan)
Patrick A. Milberger, Esq.
Vice President, General Counsel and Secretary
Knoll, Inc.
1235 Water Street
East Greenville, Pennsylvania 18041
(215) 679-7991
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(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
CALCULATION OF REGISTRATION FEE
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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
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Common Stock,
$0.01 par
value per share 1,000,000 $38.78125 $38,781,250 $11,440.47
(1) Represents an additional 1,000,000 shares of Common Stock issuable
pursuant to the Knoll, Inc. 1997 Stock Incentive Plan (Amended and
Restated as of October 22, 1997).
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to Rule 457(h) under the Securities Act.
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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, 1997;
(b) The Company's Registration Statement on Form S-8, Registration No.
333-30277, filed on June 27, 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 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 8. EXHIBITS
Exhibit No.
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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).
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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
1st day of April, 1998.
KNOLL, INC.
By: /s/ Douglas J. Purdom
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Douglas J. Purdom
Senior Vice President and
Chief Financial Officer
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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.
Signature Title Date
--------- ----- ----
/s/ Burton B. Staniar Chairman of the Board April 1, 1998
---------------------
Burton B. Staniar
/s/ John H. Lynch President, Chief Executive Officer
--------------------- and Director (Pricipal Executive April 1, 1998
John H. Lynch Officer)
/s/ Douglas J. Purdom Chief Financial Officer (Principal April 1, 1998
--------------------- Financial Officer)
Douglas J. Purdom
/s/ Barry L. McCabe Controller (Principal Accounting
--------------------- Officer) April 1, 1998
Barry L. McCabe
/s/ Andrew B. Cogan Director April 1, 1998
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Andrew B. Cogan
/s/ Jeffrey A. Harris Director April 1, 1998
---------------------
Jeffrey A. Harris
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Signature Title Date
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/s/ Sidney Lapidus Director April 1, 1998
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Sidney Lapidus
/s/ Kewsong Lee Director April 1, 1998
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Kewsong Lee
/s/ John L. Vogelstein Director April 1, 1998
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John L. Vogelstein
/s/ John W. Amerman Director April 1, 1998
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John W. Amerman
/s/ Robert J. Dolan Director April 1, 1998
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Robert J. Dolan
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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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).
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EXHIBIT 5
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Willkie Farr & Gallagher
153 East 53rd Street
New York, NY 10022
April 1, 1998
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 1,000,000 additional 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 Stock Incentive Plan (Amended and Restated as of
October 22, 1997) (the "Plan").
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 Plan, 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
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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 Securities and Exchange Commission.
Very truly yours,
/s/ Willkie Farr & Gallagher
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Exhibit 23.1
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,
1997.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Pittsburgh, Pennsylvania
March 30, 1998
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Consent of Independent Auditors
We consent to incorporation by reference in the Registration Statement on Form
S-8 pertaining to the 1997 Stock Incentive Plan of Knoll, Inc. of our report
dated January 30, 1998, with respect to the consolidated financial statements
and schedule of Knoll, Inc. included in its Annual Report on Form 10-K for the
year ended December 31, 1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
March 26, 1998
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(Contained in Exhibit 5)
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(Included with the Signature Page of the S-8)
