-----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, AbqzM9BxVKJo0Vy2CgGKdloV+0Oli8230wxxgo4HzPlO2jzx3Pu5nnNYXrf7P5Gn aJPz3QiRDM4zZ1G40Xhb+Q== 0000899140-97-000498.txt : 19970630 0000899140-97-000498.hdr.sgml : 19970630 ACCESSION NUMBER: 0000899140-97-000498 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970627 EFFECTIVENESS DATE: 19970627 SROS: NONE 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-30277 FILM NUMBER: 97632065 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 S-8 1 As filed with the Securities and Exchange Commission on June 27, 1997 Registration No. 333- 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 (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 Office) Knoll, Inc. 1997 Employee Stock Purchase Plan Knoll, Inc. 1997 Stock Incentive Plan The Knoll Retirement Savings Plan (Full title of the plans) Patrick A. Milberger, Esq. Vice President, General Counsel and Secretary Knoll, Inc. 1235 Water Street East Greenville, Pennsylvania 18041 (215) 679-7991 (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 - ----------------------------------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------------------------------------ Common Stock, $0.01 par value per share 2,055,772 $23.063 $47,412,269.64 $14,367.35
(1) Represents 500,000 shares of common stock of Knoll, Inc. (the "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 (the "Stock Purchase Plan") and 1,255,772 shares of Common Stock issuable pursuant to the Knoll, Inc. 1997 Stock Incentive Plan (the "Stock Incentive Plan") (collectively, the "Plans"). In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement on Form S-8 (the "Registration Statement") also covers an indeterminate amount of interests to be offered or sold pursuant to the 401(k) Plan. (2) Estimated solely for calculating the amount of the registration fee, pursuant to Rule 457(h) under the Securities Act. 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, 1996; (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 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 and the 401(k) Plan 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 4. DESCRIPTION OF SECURITIES Inapplicable Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Inapplicable Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Company, which is a Delaware corporation, is empowered by the Delaware General Corporation Law, subject to the procedures and limitations stated therein, to indemnify any person against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding in which such person is made a party by reason of his being or having been a director, officer, employee or agent of the Company. The statute provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any by-law, agreement, vote of stockholders or disinterested directors, or otherwise. The Certificate of Incorporation and By-Laws of the Company provide for indemnification of the directors and officers of such entities to the full extent permitted by the Delaware General Corporation Law. Article SEVENTH of the Company's Certificate of Incorporation provides as follows: SEVENTH: 1. Indemnification. The Corporation shall indemnify to the fullest extent permitted under and in accordance with the laws of the State of Delaware any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, incorporator, employee or agent of the Corporation, or is or was serving at the request of the Corporation as director, officer, trustee, employee or agent of or in any other similar capacity with another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendre or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, shall not, of itself, create a presumption that the person had reasonable cause to believe that his conduct was unlawful. 2. Payment of Expenses. Expenses (including attorneys' fees) incurred in defending any civil, criminal, administrative or investigative action, suit or proceeding shall (in the case of any action, suit or proceeding against a director of the Corporation) or may (in the case of any action, suit or proceeding against an officer, trustee, employee or agent) be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors upon receipt of an undertaking by or on behalf of the indemnified person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article SEVENTH. 3. Nonexclusivity of Provision. The indemnification and other rights set forth in this Article SEVENTH shall not be exclusive of any provisions with respect thereto in the by-laws or any other contract or agreement between the Corporation and any officer, director, employee or agent of the Corporation. 4. Effect of Repeal. Neither the amendment nor repeal of this Article SEVENTH, subparagraph 1, 2, or 3, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article SEVENTH, subparagraph 1, 2, or 3, shall eliminate or reduce the effect of this Article SEVENTH, subparagraphs 1, 2, and 3, in respect of any matter occurring before such amendment, repeal or adoption of an inconsistent provision or in respect of any cause of action, suit or claim relating to any such matter which would have given rise to a right of indemnification or right to receive expenses pursuant to this Article SEVENTH, subparagraph 1, 2, or 3, if such provision had not been so amended or repealed or if a provision inconsistent therewith had not been so adopted. 5. Limitation on Liability. No director or officer shall be personally liable to the Corporation or any stockholder for monetary damages for breach of fiduciary duty as a director or officer, except for any matter in respect of which such director or officer (A) shall be liable under Section 174 of the General Corporation Law of the State of Delaware or any amendment thereto or successor provision thereto, or (B) shall be liable by reason that, in addition to any and all other requirements for liability, he: (i) shall have breached his duty of loyalty to the Corporation or its stockholders; (ii) shall not have acted in good faith or, in failing to act, shall not have acted in good faith; (iii) shall have acted in a manner involving intentional misconduct or a knowing violation of law or, in failing to act, shall have acted in a manner involving intentional misconduct or a knowing violation of law; or (iv) shall have derived an improper personal benefit. If the General Corporation Law of the State of Delaware is amended after the date hereof to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended. The Company maintains an insurance policy providing for indemnification of its officers, directors and certain other persons against liabilities and expenses incurred by any of them in certain stated proceedings and under certain stated conditions. In addition, the Company's employment agreements with Burton B. Staniar, John H. Lynch and Andrew B. Cogan provide that if during and after the term of such officers' employment the executive is made a party or compelled to participate in any action by reason of the fact that he is or was a director or officer of the Company, the executive will be indemnified by the Company to the fullest extent permitted by Delaware General Corporation Law or authorized by the Company's Certificate of Incorporation or By-Laws or resolutions. Item 7. EXEMPTION FROM REGISTRATION CLAIMED Inapplicable Item 8. EXHIBITS Exhibit No. - ----------- 4 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company's S-1 Registration Statement). 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). The Company hereby undertakes to submit the 401(k) Plan and any amendments thereto to the Internal Revenue Service in a timely manner and will make all changes required by the IRS in order to qualify the 401(k) Plan. Item 9. UNDERTAKINGS 1. The undersigned registrant hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration statement; provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act and each filing of the 401(k) Plan's annual report pursuant to Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 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 25th day of June, 1997. 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, the Retirement Plans Administration Committee, 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 25th day of June, 1997. 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 A member of the Retirement Plans Administration Committee 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 June 25, 1997 Burton B. Staniar /s/ John H. Lynch President, Chief Executive Officer and June 25, 1997 John H. Lynch Director (Principal Executive Officer) /s/ Douglas J. Purdom Chief Financial Officer (Principal June 25, 1997 Douglas J. Purdom Financial Officer) /s/ Barry L. McCabe Controller (Principal Accounting June 25, 1997 Barry L. McCabe Officer) /s/ Andrew B. Cogan Director June 25, 1997 Andrew B. Cogan
Signature Title Date --------- ----- ---- Jeffrey A. Harris Director June __, 1997 /s/ Sidney Lapidus Director June 25, 1997 Sidney Lapidus /s/ Kewsong Lee Director June 25, 1997 Kewsong Lee /s/ John L. Vogelstein Director June 25, 1997 John L. Vogelstein John W. Amerman Director June __, 1997 /s/ Robert J. Dolan Robert J. Dolan Director June 25, 1997
INDEX TO EXHIBITS Exhibit No. Description of Exhibit 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). EX-5 2 OPINION OF COUNSEL EXHIBIT 5 Willkie Farr & Gallagher One Citicorp Center 153 East 53rd Street New York, New York 10022-4677 June 26, 1997 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 2,055,772 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 Employee Stock Purchase Plan, the Knoll, Inc. 1997 Stock Incentive Plan and The Knoll Retirement Savings Plan (collectively, the "Plans"). 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 Plans, 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 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 Securites and Exchange Commission. Very truly yours, /s/ Willkie Farr & Gallagher EX-23.1 3 CONSENT OF PRICE WATERHOUSE 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, 1996. /s/ Price Waterhouse LLP Price Waterhouse LLP Pittsburgh, Pennsylvania June 26, 1997 EX-23.2 4 CONSENT OF ERNST & YOUNG EXHIBIT 23.2 We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-_________) pertaining to The Knoll Retirement Savings Plan, the Knoll, Inc. 1997 Employee Stock Purchase Plan, and the Knoll, Inc. 1997 Stock Incentive Plan of our report dated March 14, 1997, with respect to the consolidatd financial statements and schedule of Knoll, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1996, filed with the Securities and Exchange Commission. /s/ Ernst & Young Philadelphia, PA June 26, 1997 -----END PRIVACY-ENHANCED MESSAGE-----