-----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, KC4cJnwcwkqBHvWZQoe3YXJ8ycgniUUVv3sF5xzodK45a+2hJ9mldds6PV4jAHrt aMj8G/zyYrmjWR1yEnnsmQ== 0000899140-99-000576.txt : 19991201 0000899140-99-000576.hdr.sgml : 19991201 ACCESSION NUMBER: 0000899140-99-000576 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991130 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-3/A SEC ACT: SEC FILE NUMBER: 333-85191 FILM NUMBER: 99766489 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-3/A 1 REGISTRATION STATEMENT ON FORM S-3 As filed with the Securities and Exchange Commission on November 30, 1999 Registration No. 333-85191 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- Post-Effective Amendment No. 1 to Form S-3 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 (215) 679-7991 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) -------------------- 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) -------------------- with copy to: Michael A. Schwartz, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, New York 10019-6099 (212) 728-8000 -------------------- 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. [ ] -------------------- ================================================================================ 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. 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 ------------------------------ 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 /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 -----END PRIVACY-ENHANCED MESSAGE-----