Post-effective Amendment to an S-8 Filing (s-8 Pos)
July 20 2021 - 5:00AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on July 19, 2021
Registration No. 333-121232
Registration No. 333-144020
Registration
No. 333-167783
Registration No. 333-190522
Registration
No. 333-226743
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
Form S-8 Registration Statement No. 333-121232
Form S-8 Registration Statement No. 333-144020
Form S-8 Registration Statement No. 333-167783
Form S-8 Registration Statement No. 333-190522
Form S-8 Registration Statement No. 333-226743
UNDER
THE SECURITIES ACT OF 1933
KNOLL, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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13-3873847
(IRS Employer Identification No.)
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1235 Water Street
East Greenville, PA 18041
(215) 679-7991
(Address, including Zip Code,
and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Knoll, Inc. 1996
Stock Incentive Plan
Knoll, Inc. 1997
Stock Incentive Plan
Knoll, Inc. 1999
Stock Incentive Plan
Knoll, Inc. Employee
Stock Purchase Plan
The Knoll Retirement
Savings Plan
Knoll, Inc. 2007
Stock Incentive Plan
Amended and Restated
Knoll, Inc. 2010 Stock Incentive Plan
Knoll, Inc. Amended
and Restated 2013 Stock Incentive Plan
Amended and Restated
Knoll, Inc. 2018 Stock Incentive Plan
(Full Title of the Plans)
Jacqueline H. Rice
Knoll, Inc.
1235 Water Street
East Greenville, PA 18041
Telephone: (215) 679-7991
(Name, Address, including Zip
Code, and Telephone Number, including Area Code, of Agent for Service)
with a copy to:
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Adam O. Emmerich
Jenna E. Levine
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
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Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
(Check one):
Large accelerated filer x
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Accelerated filer ¨
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Non-accelerated filer ¨
(Do not check if a smaller reporting company)
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Smaller reporting company ¨
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Emerging growth company ¨
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If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following
Registration Statements filed by Knoll, Inc. (the “Company”) on Form S-8 (collectively, the “Registration
Statements”):
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•
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Registration Statement No. 333-121232, originally filed with the U.S. Securities and Exchange Commission (the “SEC”)
on December 14, 2004, which registered the offering of an aggregate of 17,466,660 shares of the Company’s common stock, par
value $0.01 per share (“Shares”);
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•
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Registration Statement No. 333-144020, originally filed with the SEC on June 25, 2007, which registered the offering of
an aggregate of 2,000,000 Shares;
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Registration Statement No. 333-167783, originally filed with the SEC on June 25, 2010, which registered the offering of
an aggregate of 2,000,000 Shares;
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•
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Registration Statement No. 333-190522, originally filed with the SEC on August 9, 2013, which registered the offering of
an aggregate of 2,000,000 Shares; and
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Registration Statement No. 333-226743, originally filed with the SEC on August 9, 2018, which registered the offering of
an aggregate of 2,000,000 Shares.
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On July 19, 2021, pursuant to that certain
Agreement and Plan of Merger, dated as of April 19, 2021 (the “Merger Agreement”), among Herman Miller, Inc.,
a Michigan corporation (“Parent”), Heat Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of
Parent (“Merger Sub”), and the Company, and that certain Stock Purchase Agreement, dated as of April 19, 2021
(the “Purchase Agreement”), by and between Furniture Investments Acquisitions S.C.S., a common limited partnership
(société en commandite simple) and Parent, (x) Parent acquired all of
the outstanding shares of the Company’s preferred stock and (y) Merger Sub merged with and into the Company, with the
Company being the surviving corporation and a wholly-owned subsidiary of Parent.
As a result of the consummation of the transactions
contemplated by the Merger Agreement and the Purchase Agreement, the Company has terminated any and all offerings of the Company’s
securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements.
In accordance with undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective
amendment, any securities that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby
removes from registration all such securities of the Company registered pursuant to the Registration Statements that remain unsold as
of the date hereof. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant 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 Post-Effective Amendment No. 1 to the Registration Statements to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of East Greenville, State of Pennsylvania, on this July 19, 2021.
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KNOLL, INC.
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By:
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/s/ Jeffrey M. Stutz
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Name: Jeffrey M. Stutz
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Title: Treasurer
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No other person is required to sign this Post-Effective
Amendment No. 1 to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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