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Registration No. 333-30277
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KNOLL, INC.
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(Exact name of issuer 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
(Address of principal executive offices) (zip code)
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Knoll, Inc. 1997 Employee Stock Purchase Plan
Knoll, Inc. 1997 Stock Incentive Plan
The Knoll Retirement Savings Plan
(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
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EXPLANATORY NOTE
The Registrant previously registered 2,055,772 shares of its common stock,
$0.01 par value per share ("Common Stock"), on Form S-8 (File No. 333-30277)(the
"Registration Statement") which was filed with the Securities and Exchange
Commission on June 27, 1997. The registered shares represented 500,000 shares of
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 and 1,255,772 shares of Common Stock issuable
pursuant to the Knoll, Inc. 1997 Stock Incentive Plan. The Registration
Statement also covered an indeterminate amount of interests to be offered or
sold pursuant to the 401(k) Plan.
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 or on behalf of members
of the Company's management and employees.
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 and interests originally registered thereby which
remain outstanding as of such termination.
Page 2 of 4 Pages
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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 day of 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, the Retirement Plans
Administration Committee and 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 day of November 30, 1999.
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
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Barbara E. Ellixson
A member of the Retirement
Plans Administration Committee
Page 3 of 4 Pages
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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
/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
