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).