-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TCMitM0BBzJA1THY86VTE7ArdqyEOh5aTkwNp4A3Y8GQVB+KlUWtP02VDKTvRkwK QKG/AEfsIKF3n52lQsA0GQ== 0000899140-05-000856.txt : 20050906 0000899140-05-000856.hdr.sgml : 20050905 20050906161012 ACCESSION NUMBER: 0000899140-05-000856 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050906 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050906 DATE AS OF CHANGE: 20050906 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KNOLL INC CENTRAL INDEX KEY: 0001011570 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FURNITURE & FIXTURES [2590] IRS NUMBER: 133873847 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12907 FILM NUMBER: 051070528 BUSINESS ADDRESS: STREET 1: 1235 WATER ST CITY: EAST GREENVILLE STATE: PA ZIP: 18041 BUSINESS PHONE: 2156797991 MAIL ADDRESS: STREET 1: 1235 WATER STREET CITY: EAST GREENVILLE STATE: PA ZIP: 18041 8-K 1 k2981109.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) September 6, 2005 ----------------- Knoll, Inc. ----------- (Exact name of registrant as specified in its charter) Delaware 001-12907 13-3873847 -------- --------- ---------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 1235 Water Street, East Greenville, Pennsylvania 18041 - ------------------------------------------------ ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (215) 679-7991 -------------- Not Applicable -------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 7.01 Regulation FD Disclosure. ------------------------ On September 6, 2005, Knoll, Inc. ("Knoll") issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing that it has entered into a fully underwritten commitment letter with UBS Loan Finance LLC, UBS Securities LLC, Bank of America N.A. and Banc of America Securities LLC, which provides for a $450 million credit facility, a portion of which would be used to repay the indebtedness under Knoll's existing credit facilities. The closing of the refinancing is subject to the satisfaction of various conditions. In addition, Knoll announced that, subject to the closing of the refinancing, its Board of Directors currently intends to declare and pay quarterly dividends of $0.10 per share on its common stock - double its current quarterly dividend. This proposed change in dividend policy will not affect Knoll's previously announced $0.05 per share cash dividend for the third quarter of 2005, which is payable September 30, 2005 to stockholders of record on September 15, 2005. The information in this report that is being furnished pursuant to Item 7.01 of Form 8-K shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such filing. Item 9.01 Financial Statements and Exhibits. --------------------------------- (d) Exhibit 99.1 -- Press Release, dated September 6, 2005. This exhibit is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing. Cautionary Statement Regarding Forward-Looking Information This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements regarding Knoll, Inc.'s expected future financial position, results of operations, cash flows, business strategy, budgets, projected costs, capital expenditures, products, competitive positions, growth opportunities, plans and objectives of management for future operations, as well as statements that include words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will," and other similar expressions are forward-looking statements. Such forward-looking statements are inherently uncertain, and readers must recognize that actual results may differ materially from the expectations of Knoll management. Knoll does not undertake a duty to update such forward-looking statements. Factors that may cause actual results to differ materially from those in the forward-looking statements include risks identified on Knoll's Registration Statement on Form S-1 and other filings with the Securities and Exchange Commission. Many of these factors are outside of Knoll's control. There can be no assurance that the closing conditions to the proposed refinancing will be satisfied or when or whether the refinancing will be consummated. The declaration and payment of dividends is subject to the discretion of the Board of Directors and depends on various factors, including Knoll's net income, financial condition, cash requirements, future prospects and other factors deemed relevant by Knoll's Board of Directors. Knoll's ability to pay dividends on its common stock will depend upon, among other things, Knoll's level of indebtedness at the time of the proposed dividend and whether Knoll is in compliance with its then existing credit facilities. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Knoll Inc. Dated: September 6, 2005 By: /s/ Barry L. McCabe ------------------------------------ Name: Barry L. McCabe Title: Senior Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated September 6, 2005. EX-99.1 2 k090605.txt PRESS RELEASE Exhibit 99.1 Knoll, Inc. Announces New Credit Facility and Updated Dividend Policy EAST GREENVILLE, PA, September 6, 2005--Knoll, Inc. (NYSE: KNL) today announced that it has entered into a fully underwritten commitment letter with UBS Loan Finance LLC, UBS Securities LLC, Bank of America N.A. and Banc of America Securities LLC, which provides for a $450 million credit facility, a portion of which would be used to repay the indebtedness under Knoll's existing credit facilities. The closing of the refinancing is subject to the satisfaction of various conditions. Under the new credit facilities, among other things, (i) the new term loan would mature in seven years, (ii) the new revolving credit agreement would expire in five years, (iii) interest rates would be lower as compared to the existing Knoll credit facilities, (iv) financial covenants would be reset and (v) although the new credit facilities continue to impose restrictions on Knoll's ability to pay dividends, Knoll would be permitted to pay dividends in greater amounts than under its existing credit facilities. Dividend Policy In addition, Knoll announced that, subject to the closing of the refinancing, its Board of Directors currently intends to declare and pay quarterly dividends of $0.10 per share on its common stock -- double its current quarterly dividend. Andrew B. Cogan, Chief Executive Officer, stated, "Our strong financial performance has put us in position to enter into a new and improved credit facility which will reduce our borrowing costs and increase the cash we return to shareholders in the form of increased quarterly dividends." This proposed change in dividend policy will not affect Knoll's previously announced $0.05 per share cash dividend for the third quarter of 2005, which is payable September 30, 2005 to stockholders of record on September 15, 2005. Headquartered in East Greenville, Pennsylvania, Knoll, a leading designer and manufacturer of branded office furniture products and textiles, serves clients worldwide. Our commitment to innovation and modern design has yielded a comprehensive portfolio of products designed to provide enduring value and help clients shape their workplaces with imagination and vision. The Knoll commitment to high environmental standards is mandated by a comprehensive Environmental, Health & Safety Management Plan. Cautionary Statement Regarding Forward-Looking Information This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding Knoll, Inc.'s expected future financial position, results of operations, cash flows, business strategy, budgets, projected costs, capital expenditures, products, competitive positions, growth opportunities, plans and objectives of management for future operations, as well as statements that include words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will," and other similar expressions are forward-looking statements. Such forward-looking statements are inherently uncertain, and readers must recognize that actual results may differ materially from the expectations of Knoll management. Knoll does not undertake a duty to update such forward-looking statements. Factors that may cause actual results to differ materially from those in the forward-looking statements include risks identified on Knoll's Registration Statement on Form S-1 and other filings with the Securities and Exchange Commission. Many of these factors are outside of Knoll's control. There can be no assurance that the closing conditions to the proposed refinancing will be satisfied or when or whether the refinancing will be consummated. The declaration and payment of dividends is subject to the discretion of the Board of Directors and depends on various factors, including Knoll's net income, financial condition, cash requirements, future prospects and other factors deemed relevant by Knoll's Board of Directors. Knoll's ability to pay dividends on its common stock will depend upon, among other things, Knoll's level of indebtedness at the time of the proposed dividend and whether Knoll is in compliance with its then existing credit facilities. CONTACT: Investors: Barry L. McCabe Senior Vice President and Chief Financial Officer 215 679-1301 bmccabe@knoll.com - ----------------- Media: David E. Bright Knoll, Inc. 212 343-4135 dbright@knoll.com - ----------------- -----END PRIVACY-ENHANCED MESSAGE-----