8-K

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):  02/03/2006

Knoll, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number:  001-12907

Delaware	13-3873847
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

1235 Water Street, East Greenville, Pennsylvania 18041

(Address of principal executive offices, including zip code)

(215) 679-7991

(Registrant’s telephone number, including area code)

(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))

Information to be included in the report

Item 8.01.    Other Events

On February 3, 2006, Knoll, Inc. issued a press release announcing that its Board of Directors approved a stock repurchase program, whereby the Company is authorized to repurchase up to $50,000,000 of its common stock. Purchases under the repurchase program, which will commence in the second quarter of 2006, may be made from time to time in the open market, through privately negotiated transactions, or otherwise, and will depend on market conditions and applicable securities laws. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits.

99.1 - Press Release, dated February 3, 2006, announcing stock repurchase program.

Signature(s)

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.
Date: February 03, 2006	By:	/s/    Patrick A. Milberger
		Patrick A. Milberger
		Senior Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
EX-99.1	Press Release

EX-99.1 2 rrd106410_11422.htm PRESS RELEASE

KNOLL 1235 Water Street

East Greenville, PA 18041

Tel 215 679-7991

Press Release

Knoll, Inc. Announces Stock Repurchase Program

EAST GREENVILLE, PA, February 3, 2006 - Knoll, Inc. (NYSE: KNL) today announced that its Board of Directors approved a stock repurchase program, whereby it authorized the Company to repurchase up to $50,000,000 of its common stock. The repurchase program does not require the purchase of any minimum number of shares, but sets a limit on the total amount spent on repurchases. Purchases under the repurchase program, which will commence in the second quarter of 2006, may be made from time to time in the open market, through privately negotiated transactions, or otherwise, and will depend on market conditions and applicable securities laws.

Commenting on the repurchase program, Andrew Cogan, Chief Executive Officer of Knoll, noted "as a result of our reduced leverage and improved financial performance we are pleased to be initiating this stock repurchase program. Taken together with our recently doubled dividend and our previously announced buyback program authorizing the use of options proceeds to repurchase shares we continue to be proactive in seeking ways to create value for our stockholders."

In light of the pending public offering of Company common stock by certain Company stockholders, which was announced yesterday, purchases of shares under the repurchase program will not commence until after completion of the offering. The Company's other buyback program, which uses options proceeds to fund share repurchases, will be suspended no later than one business day prior to the pricing of the offering, but the Company expects to consider reinstituting that program after the completion of the offering, subject to applicable law and in accordance with Securities Exchange Act Rule 10b5-1.

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. 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, without limitation, corporate spending and service-sector employment, price competition, acceptance of Knoll's new products, the pricing and availability of raw materials and components, transportation costs, demand for our products, ch anges in the competitive marketplace, changes in the trends in the market for office furniture and other risks identified in Knoll's Registration Statement on Form S-3 and other filings with the Securities and Exchange Commission. Many of these factors are outside of Knoll's control.

Contacts:

Investors: Barry L. McCabe

Senior Vice President and Chief Financial Officer

Tel 215 679-1301

bmccabe@knoll.com

Media: David E. Bright

Vice President, Communications

Tel 212 343-4135

dbright@knoll.com

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

KNOLL 1235 Water Street

East Greenville, PA 18041

Tel 215 679-7991

Press Release

Knoll, Inc. Announces Stock Repurchase Program

EAST GREENVILLE, PA, February 3, 2006 - Knoll, Inc. (NYSE: KNL) today announced that its Board of Directors approved a stock repurchase program, whereby it authorized the Company to repurchase up to $50,000,000 of its common stock. The repurchase program does not require the purchase of any minimum number of shares, but sets a limit on the total amount spent on repurchases. Purchases under the repurchase program, which will commence in the second quarter of 2006, may be made from time to time in the open market, through privately negotiated transactions, or otherwise, and will depend on market conditions and applicable securities laws.

Commenting on the repurchase program, Andrew Cogan, Chief Executive Officer of Knoll, noted "as a result of our reduced leverage and improved financial performance we are pleased to be initiating this stock repurchase program. Taken together with our recently doubled dividend and our previously announced buyback program authorizing the use of options proceeds to repurchase shares we continue to be proactive in seeking ways to create value for our stockholders."

In light of the pending public offering of Company common stock by certain Company stockholders, which was announced yesterday, purchases of shares under the repurchase program will not commence until after completion of the offering. The Company's other buyback program, which uses options proceeds to fund share repurchases, will be suspended no later than one business day prior to the pricing of the offering, but the Company expects to consider reinstituting that program after the completion of the offering, subject to applicable law and in accordance with Securities Exchange Act Rule 10b5-1.

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. 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, without limitation, corporate spending and service-sector employment, price competition, acceptance of Knoll's new products, the pricing and availability of raw materials and components, transportation costs, demand for our products, ch anges in the competitive marketplace, changes in the trends in the market for office furniture and other risks identified in Knoll's Registration Statement on Form S-3 and other filings with the Securities and Exchange Commission. Many of these factors are outside of Knoll's control.

Contacts:

Investors: Barry L. McCabe

Senior Vice President and Chief Financial Officer

Tel 215 679-1301

bmccabe@knoll.com

Media: David E. Bright

Vice President, Communications

Tel 212 343-4135

dbright@knoll.com