<PAGE>
Registration No. 333-49117
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KNOLL, INC.
(Exact name of issuer 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 offices) (zip code)
Knoll, Inc. 1997 Stock Incentive Plan
(Amended and Restated as of October 22, 1997)
(Full title of the plan(s))
Patrick A. Milberger, Esq.
Vice President, General Counsel and Secretary
Knoll, Inc.
1235 Water Street
East Greenville, Pennsylvania 18041
(215) 679-7991
(Name and address, including zip code, of agent for service)
(Telephone number, including area code, of agent for service)
COPY TO:
Michael A. Schwartz, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019-6099
(212) 728-8000
Page 1 of 4 Pages
<PAGE>
EXPLANATORY NOTE
The Registrant previously registered 1,000,000 shares of its common stock,
$0.01 par value per share ("Common Stock"), on Form S-8 (File No. 333-49117)(the
"Registration Statement") which was filed with the Securities and Exchange
Commission on April 1, 1998. The registered shares represented 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).
On November 4, 1999, Knoll, Inc. (the "Company") consummated a
going-private transaction (the "Merger") in which a newly formed entity merged
with and into the Company. In the Merger, which was approved by the Company's
stockholders on October 20, 1999, the Company's public shareholders received
$28.00 per share in cash for the approximately 17.7 million shares owned by
them, representing approximately 40% of the shares outstanding. All of the
shares of the Company's Common Stock which remain outstanding are owned by
Warburg, Pincus Ventures, L.P. and its affiliates and by members of the
Company's management.
As a result of the Merger, the Company delisted its Common Stock from the
New York Stock Exchange and has filed to deregister its Common Stock under the
Securities Exchange Act of 1934.
The purpose of this Post-Effective Amendment No. 1 to the Registration
Statement is to terminate the Registration Statement and to deregister all of
the shares of Common Stock originally registered thereby which remain
outstanding as of such termination.
Page 2 of 4 Pages
<PAGE>
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 day of November 30,
1999.
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, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated:
Signature Capacity Date
- --------- -------- ----
/s/ Burton B. Staniar
- ------------------------ Chairman of the Board November 30, 1999
Burton B. Staniar
/s/ John H. Lynch President, Chief Executive
- ------------------------ Officer and Director November 30, 1999
John H. Lynch (Principal Executive Officer)
/s/ Douglas J. Purdom
- ------------------------ Chief Financial Officer November 30, 1999
Douglas J. Purdom (Principal Financial Officer)
/s/ Barry L. McCabe
- ------------------------ Controller (Principal November 30, 1999
Barry L. McCabe Accounting Officer)
/s/ Andrew B. Cogan
- ------------------------ Director November 30, 1999
Andrew B. Cogan
Page 3 of 4 Pages
<PAGE>
/s/ Kathleen G. Bradley
- ------------------------ Director November 30, 1999
Kathleen G. Bradley
/s/ Lloyd Metz
- ------------------------ Director November 30, 1999
Lloyd Metz
/s/ Jeffrey A. Harris
- ------------------------ Director November 30, 1999
Jeffrey A. Harris
/s/ Sidney Lapidus
- ------------------------ Director November 30, 1999
Sidney Lapidus
/s/ Kewsong Lee
- ------------------------ Director November 30, 1999
Kewsong Lee
/s/ Henry B. Schacht
- ------------------------ Director November 30, 1999
Henry B. Schacht
Page 4 of 4 Pages
