-----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, NyRNK/Llb7UtIITNBpmZ28TLKpfmtRg6RPz5Zf0oLwTWHHxG6JXjqH89AWuAjcnV jSklNfcbkFgBQaJc4iZNRA== 0000899140-99-000577.txt : 19991201 0000899140-99-000577.hdr.sgml : 19991201 ACCESSION NUMBER: 0000899140-99-000577 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991130 EFFECTIVENESS 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-8 POS SEC ACT: SEC FILE NUMBER: 333-49117 FILM NUMBER: 99766496 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 POS 1 REGISTRATION STATEMENT ON FORM S-8 Registration No. 333-49117 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KNOLL, INC. (Exact name of issuer 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 offices) (zip code) Knoll, Inc. 1997 Stock Incentive Plan (Amended and Restated as of October 22, 1997) (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 EXPLANATORY NOTE The Registrant previously registered 1,000,000 shares of its common stock, $0.01 par value per share ("Common Stock"), on Form S-8 (File No. 333-49117)(the "Registration Statement") which was filed with the Securities and Exchange Commission on April 1, 1998. The registered shares represented 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). 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 members of the Company's management. 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 originally registered thereby which remain outstanding as of such termination. Page 2 of 4 Pages 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 ------------------------------ Douglas J. Purdom Senior Vice President and Chief Financial Officer 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 Page 3 of 4 Pages /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 -----END PRIVACY-ENHANCED MESSAGE-----