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As filed with the Securities and Exchange Commission on November 30, 1999
Registration No. 333-85191
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 1 to
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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1235 Water Street
East Greenville, Pennsylvania 18041
(215) 679-7991
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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Patrick A. Milberger, Esq.
Vice President, General Counsel and Secretary
1235 Water Street
East Greenville, Pennsylvania 18041
(215) 679-7991
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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with copy to:
Michael A. Schwartz, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019-6099
(212) 728-8000
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Approximate date of commencement of proposed sale to the public: From time
to time, after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] .................
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ....................
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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EXPLANATORY NOTE
The Registrant previously registered 1,384,858 shares of its common stock,
par value $.01 per share ("Common Stock"), on Form S-3 (File No. 333-85191) (the
"Registration Statement"), which was declared effective by the Securities and
Exchange Commission on August 20, 1999.
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. As a result of the Merger, the Common Stock ceased to
trade on The New York Stock Exchange and became eligible for delisting from The
New York Stock Exchange and termination of registration pursuant to Section
12(g)(4) and 12(h)(3) of the Exchange Act. Accordingly, on November 5, 1999, the
Company filed a Certification and Notice of Termination of Registration on Form
15 with the Securities and Exchange Commission.
The purpose of this Post-Effective Amendment No. 1 to the Registration
Statement is to terminate the effectiveness of the Registration Statement and to
deregister all of the shares of Common Stock originally registered thereby which
remain outstanding as of such termination.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in East Greenville, Pennsylvania, on
November 30, 1999.
KNOLL, INC.
By: /s/ Douglas J. Purdom
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Douglas J. Purdom
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed
below by the following persons, in the capacities and on the dates indicated:
Name Title 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/ Kathleen G. Bradley
- ------------------------ Director November 30, 1999
Kathleen G. Bradley
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/s/ Andrew B. Cogan
- ------------------------ Director November 30, 1999
Andrew B. Cogan
/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/ Lloyd Metz
- ------------------------ Director November 30, 1999
Lloyd Metz
/s/ Henry B. Schacht
- ------------------------ Director November 30, 1999
Henry B. Schacht
