-----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, KJKjG5wrWh/OoMjw/n7R3adl7Hq4VP+MNG+ctqG7zKVYUCYk64phK6+77eNS8uSu tyjuXBX1aSqBCcbjP7ajrA== 0000899140-98-000201.txt : 19980402 0000899140-98-000201.hdr.sgml : 19980402 ACCESSION NUMBER: 0000899140-98-000201 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19980401 EFFECTIVENESS DATE: 19980401 SROS: NYSE 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: SEC FILE NUMBER: 333-49117 FILM NUMBER: 98585576 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 FORM S-8 INITIAL FILING As filed with the Securities and Exchange Commission on April 1, 1998 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 Stock Incentive Plan (Amended and Restated as of October 22, 1997) --------------------------------------------- (Full title of the plan) 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 1,000,000 $38.78125 $38,781,250 $11,440.47 (1) Represents 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). (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, 1997; (b) The Company's Registration Statement on Form S-8, Registration No. 333-30277, filed on June 27, 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 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 8. EXHIBITS Exhibit No. - ----------- 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). 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 1st day of April, 1998. KNOLL, INC. By: /s/ Douglas J. Purdom -------------------------- Douglas J. Purdom Senior Vice President and Chief Financial Officer 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 April 1, 1998 --------------------- Burton B. Staniar /s/ John H. Lynch President, Chief Executive Officer --------------------- and Director (Pricipal Executive April 1, 1998 John H. Lynch Officer) /s/ Douglas J. Purdom Chief Financial Officer (Principal April 1, 1998 --------------------- Financial Officer) Douglas J. Purdom /s/ Barry L. McCabe Controller (Principal Accounting --------------------- Officer) April 1, 1998 Barry L. McCabe /s/ Andrew B. Cogan Director April 1, 1998 ------------------- Andrew B. Cogan /s/ Jeffrey A. Harris Director April 1, 1998 --------------------- Jeffrey A. Harris Signature Title Date --------- ----- ---- /s/ Sidney Lapidus Director April 1, 1998 ---------------------- Sidney Lapidus /s/ Kewsong Lee Director April 1, 1998 ---------------------- Kewsong Lee /s/ John L. Vogelstein Director April 1, 1998 ---------------------- John L. Vogelstein /s/ John W. Amerman Director April 1, 1998 ---------------------- John W. Amerman /s/ Robert J. Dolan Director April 1, 1998 ---------------------- Robert J. Dolan 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 WILLKIE FARR & GALLAGHER EXHIBIT 5 Willkie Farr & Gallagher 153 East 53rd Street New York, NY 10022 April 1, 1998 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 1,000,000 additional 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 Stock Incentive Plan (Amended and Restated as of October 22, 1997) (the "Plan"). 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 Plan, 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 Securities and Exchange Commission. Very truly yours, /s/ Willkie Farr & Gallagher EX-23.1 3 CONSENT OF PRICE WATERHOUSE LLP 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, 1997. /s/ Price Waterhouse LLP Price Waterhouse LLP Pittsburgh, Pennsylvania March 30, 1998 EX-23.2 4 CONSENT OF ERNST & YOUNG LLP Consent of Independent Auditors We consent to incorporation by reference in the Registration Statement on Form S-8 pertaining to the 1997 Stock Incentive Plan of Knoll, Inc. of our report dated January 30, 1998, with respect to the consolidated financial statements and schedule of Knoll, Inc. included in its Annual Report on Form 10-K for the year ended December 31, 1997, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Philadelphia, Pennsylvania March 26, 1998 EX-23.3 5 CONSENT OF WILLKIE FARR & GALLAGHER (Contained in Exhibit 5) EX-24 6 POWERS OF ATTORNEY (Included with the Signature Page of the S-8) -----END PRIVACY-ENHANCED MESSAGE-----