As filed with the Securities and Exchange
Commission on March 1, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
KNOLL, INC.
(Exact name of registrant as specified
in its charter)
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DELAWARE
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13-3873847
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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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)
Michael A. Pollner, Esq.
Senior Vice President, Chief
Administrative Officer, General Counsel and Secretary
Knoll, Inc.
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)
Copies to:
David M. Lynn
Morrison & Foerster LLP
2100 L Street, NW
Suite 900
Washington, DC 20037
Approximate date of commencement of proposed sale to the
public: From time to time, or at one time, after the effective date of this Registration Statement as determined by the Registrant.
If the only securities being registered
on this Form are being offered pursuant to distribution 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 distribution or interest reinvestment plans, check the following box. x
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 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 this Form is a registration statement
pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. x
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
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 definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer
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x
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Accelerated
Filer
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Non-Accelerated Filer
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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. ¨
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered
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Amount to be Registered(1)(2)
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Proposed Maximum Offering Price Per Share(3)
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Proposed Maximum Aggregate Offering Price(3)
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Amount of Registration
Fee
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Common Stock, par value $0.01 per share.
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10,680,358
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$16.56
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$176,866,728
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$19,296
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(1) In accordance with
Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall
be deemed to include an indeterminate number of additional shares of Common Stock, par value $0.01 per share (the “Common
Stock”) of Knoll, Inc. (the “Company”) that may, from time to time, be issued or offered upon stock splits,
stock dividends, reclassifications, recapitalizations, combinations and other similar transactions with respect to the shares of
Common Stock being registered.
(2) Includes (i) 9,791,045
shares of Common Stock that are issuable upon conversion of the Company’s Series A Convertible Preferred Stock, par
value $1.00 per share (the “Series A Preferred Stock”); and (ii) an estimated 889,313 shares of Common Stock
that are issuable upon conversion of the shares of Series A Preferred Stock that could be made as dividend payments.
(3) Estimated solely for
the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act. The offering price
per share and the aggregate offering price are based on the average of the high and low price per share of our common stock on
February 26, 2021 as reported on the New York Stock Exchange.
PROSPECTUS
10,680,358 Shares
Knoll, Inc.
Common Stock
This prospectus relates to the resale,
from time to time, or at one time, of up to 10,680,358 shares of common stock, par value $0.01 per share (the “Common
Stock”) of Knoll, Inc., a Delaware corporation (the “Company”), by the selling stockholder named
herein (collectively with the respective transferees, pledgees, donees, assignees or successors of such stockholder, the “Selling
Stockholder”). The Common Stock offered under this prospectus is issuable pursuant to: (i) the conversion of shares
of Series A Convertible Preferred Stock of the Company (the “Series A Preferred Stock”) issued to
such Selling Stockholder pursuant to that certain Investment Agreement, dated June 22, 2020, by and between the Company and
Furniture Investments S.à r.l.; and (ii) the conversion of shares of Series A Preferred Stock that could be made
as dividend payments to the Selling Stockholder. Based upon the initial conversion price of $16.75, approximately 10,680,358 shares
of our Common Stock are issuable upon the conversion of the Series A Preferred Stock.
The shares of Common Stock covered by this
prospectus may be offered and sold by the Selling Stockholder, from time to time, in one or more offerings, publicly or through
private transactions, at fixed prices, prevailing market prices or at negotiated prices. We will not receive any of the proceeds
from such sales. We will bear all costs, expenses and fees in connection with the preparation of this registration of the Common
Stock, including with regard to compliance with state securities or “blue sky” laws. The Selling Stockholder will bear
all commissions and discounts and transfer taxes, if any, attributable to its sale of the Common Stock. For more information, see
“Plan of Distribution.”
Our Common Stock is listed on the New
York Stock Exchange under the symbol “KNL.” On February 26, 2021, the reported last sale price of our Common
Stock was $16.31 per share. As of February 26, 2021, there were 50,806,377 shares of Common Stock issued and outstanding.
Investing in our securities involves
risk. Before buying any shares, please read the section entitled “Risk Factors” beginning on page 3 of this prospectus
as well as the risk factors and other information in any documents we incorporate by reference into this prospectus. See “Where
You Can Find More Information” and “Incorporation by Reference.”
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy
of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is March 1, 2021.
TABLE OF CONTENTS
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration
statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, pursuant to which the Selling Stockholder
named herein may, from time to time or at one time, offer and sell or otherwise dispose of up to 10,680,358 shares of our Common
Stock described in this prospectus in one or more offerings. You should not assume that the information contained in this prospectus
is accurate on any date subsequent to the date set forth on the cover page of this prospectus or that any information we have
incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though
this prospectus is delivered or the shares of Common Stock are sold or otherwise disposed of on a later date. Neither the delivery
of this prospectus nor any distribution of securities in accordance with this prospectus shall, under any circumstances, imply
that there has been no change in our affairs since the date of this prospectus. The prospectus will be updated, and updated prospectuses
made available for delivery, to the extent required under the federal securities laws. It is important for you to read and consider
all information contained in this prospectus, including the documents incorporated by reference herein, in making your investment
decision. You should also read and consider the information in the documents to which we have referred under the headings “Where
You Can Find More Information” and “Incorporation by Reference” in this prospectus.
References in this prospectus to “we,”
“us,” “our,” or the “Company” refer to Knoll, Inc.
You should rely only on the information
contained or incorporated by reference in this prospectus or any supplement or amendment to this prospectus. Neither we nor the
Selling Stockholder have authorized any dealer, salesperson or other person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on it. The Selling Stockholder will not make an offer
of these securities in any jurisdiction where it is unlawful.
SUMMARY
About Knoll, Inc.
We are a leading global manufacturer of
commercial and residential furniture, accessories, lighting and coverings, including textiles, felt and leather. Our constellation
of design-driven brands coupled with our perspectives on space planning allow our clients to create inspired modern interiors.
Simply stated, we provide the furnishings to bring the beauty and benefits of modern design to the way people live and work. Our
businesses represent a diversified portfolio that responds to evolving trends and performs throughout business cycles, sharing
reputations for high-quality and sophistication. To the architects and designers we work with, to our clients in the commercial,
education, healthcare, hospitality and government sectors and to the many consumers we reach, Knoll represents a commitment to
innovative solutions and an unmatched heritage of modern design.
Since our founding over 80 years ago, Knoll
has been featured in creative, inspiring workplace and residential settings, won a place in iconic settings and in museums worldwide
and earned numerous design honors and awards. Today, we have an unsurpassed collection of classic products to introduce, and reintroduce,
as well as groundbreaking new designs. This design legacy continues to flourish today and is represented by our constellation of
design-driven brands: Knoll Office®; KnollTextiles®; KnollStudio®;
KnollExtra®; Edelman® Leather; Spinneybeck® ǀ Filzfelt®;
HOLLY HUNT®; Datesweiser®; Muuto® and Fully®.
Our principal executive offices are located
at 1235 Water Street, East Greenville, Pennsylvania 18041 and our telephone number is (215) 679-7991. We were incorporated in 1995
under the laws of the State of Delaware.
All trademarks or trade names referred
to in this prospectus are the property of their respective owners.
Our Strategy
We seek to drive gains in market share,
revenues and profitability by pursuing the following strategic initiatives:
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Leverage our dealer network to target underpenetrated and emerging ancillary categories and markets;
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Maximize office segment profitability and growth;
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Expand our market diversification into residential and decorator channels;
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Enhance our digital commerce capabilities;
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Leverage technology to expand our market visibility and improve our efficiency; and
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Define a positive vision of community engagement and corporate social responsibility based on the power of design to build
a better world.
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The Offering
We are registering for resale by the Selling
Stockholder named herein up to 10,680,358 shares of Common Stock issuable to such Selling Stockholder upon conversion of its Series A
Preferred Stock. See “Plan of Distribution.”
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Common Stock offered for resale by the Selling Stockholder
Common Stock outstanding prior to and after this offering
Use of proceeds
Trading market and ticker symbol
Risk Factors
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10,680,358 shares of Common Stock, which are issuable upon conversion
of the Series A Preferred Stock.
The number of shares of Common Stock outstanding as of February 26,
2021 was 50,806,377, which will be increased upon the conversion of the Series A Preferred Stock; however, the number of shares
of Common Stock outstanding will not be impacted by post-conversion sales by the Selling Stockholder.
We will not receive any proceeds from the sale of Common Stock
by the Selling Stockholder.
Our Common Stock is quoted on the New York Stock Exchange under
the symbol “KNL.”
Investing in the Common Stock involves risk. Before
investing in the Common Stock, please read the section entitled “Risk Factors” beginning on page 3 of this prospectus
as well as the risk factors and other information in any documents we incorporate by reference into this prospectus. See “Where
You Can Find More Information” and “Incorporation by Reference.”
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Forward-Looking
Statements
This prospectus contains forward-looking
statements. Statements and financial discussion and analysis contained in this prospectus that are not historical facts are forward-looking
statements. These statements discuss goals, intentions and expectations as to future trends, plans, events, results of operations
or financial condition, or state other information relating to us, based on our current beliefs as well as assumptions made by
us and information currently available to us. Forward-looking statements generally will be accompanied by words such as “anticipate,”
“if,” “believe,” “plan,” “goals,” “estimate,” “expect,”
“intend,” “forecast,” “may,” “could,” “should,” “will,”
and other similar expressions. This includes, without limitation, our statements and expectations regarding any current or future
recovery in our industry, our plans for reduced capital and operating expenditures and enhanced liquidity measures, our integration
of acquired businesses, our supply chain and manufacturing footprint optimization plans, our expectations with respect to the impact
of the COVID-19 pandemic and changes in the way companies implement "return to work", "work from home" and
remote work strategies, and our expectations with respect to the payment of future dividends and leverage. Although we believe
these forward-looking statements are reasonable, they are based upon a number of assumptions concerning future conditions, any
or all of which may ultimately prove to be inaccurate. Important factors that could cause actual results to differ materially from
the forward-looking statements include, without limitation: the risks described under the heading “Risk Factors” and
in the documents the we incorporate by reference into this prospectus; changes in the financial stability of our clients or the
overall economic environment, resulting in decreased corporate spending and service sector employment; changes in relationships
with clients; the mix of products sold and of clients purchasing our products; the success of new technology initiatives; changes
in business strategies and decisions; competition from our competitors; our ability to recruit and retain an experienced management
team; changes in raw material prices and availability; restrictions on government spending resulting in fewer sales to the U.S.
government, one of our largest customers; our debt restrictions on spending; our ability to protect our patents, copyrights and
trademarks; our reliance on furniture dealers to produce sales; lawsuits arising from patents, copyrights and trademark infringements;
violations of environmental laws and regulations; potential labor disruptions; adequacy of our insurance policies; the availability
of future capital and the cost of borrowing; the overall strength and stability of our dealers, suppliers, and customers; access
to necessary capital; our ability to successfully integrate acquired businesses; the success of our design and implementation of
a new enterprise resource planning system; and currency rate fluctuations. The factors identified above are believed to be important
factors (but not necessarily all of the important factors) that could cause actual results to differ materially from those expressed
in any forward-looking statement. Unpredictable or unknown factors could also have material adverse effects on us. All forward-looking
statements included in this prospectus and the documents that we incorporate by reference into this prospectus are expressly qualified
in their entirety by the foregoing cautionary statements. Except as required under the Federal securities laws and the rules and
regulations of the SEC, we undertake no obligation to update, amend, or clarify forward-looking statements, whether as a result
of new information, future events, or otherwise.
Risk
Factors
Investing in our Common Stock involves
a high degree of risk. In addition to the other information contained or incorporated by reference in this prospectus, you should
carefully consider the risks described in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q,
as filed with the SEC, which are incorporated herein by reference in their entirety, as well as amendments or updates to our risk
factors reflected in subsequent filings with the SEC, including any applicable prospectus supplement, before making your decision
to invest in shares of our Common Stock.
Use
Of Proceeds
We will not receive any proceeds from the
sale of shares by the Selling Stockholder. The shares of Common Stock offered pursuant to this prospectus will be sold solely for
the account of the Selling Stockholder.
SELLING
STOCKHOLDER
The Selling Stockholder may offer and sell,
from time to time, or at one time, any or all of the Common Stock being offered for resale by this prospectus, which consists of
10,680,358 shares of Common Stock issuable to such Selling Stockholder upon conversion of the Series A Preferred Stock. The
term “Selling Stockholder” includes the stockholder listed in the table below and its permitted transferees.
The following table sets forth certain
information with respect to the Common Stock held by the Selling Stockholder listed below as of February 26, 2021.
Because the Selling Stockholder may dispose
of all, none or some portion of its Common Stock, no estimate can be given as to the number of shares of Common Stock that will
be beneficially owned by the Selling Stockholder upon termination of this offering. For purposes of the table below, however, we
have assumed that, after termination of this offering, none of the shares of Common Stock covered by this prospectus will be beneficially
owned by the Selling Stockholder and we have further assumed that the Selling Stockholder will not acquire beneficial ownership
of any additional shares of Common Stock during the offering. In addition, the Selling Stockholder may have sold, transferred or
otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, or at one time, our Common
Stock in transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities
Act”) after the date on which the information in the table is presented.
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Beneficial Ownership
Prior
to any Offering under this Prospectus
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Beneficial Ownership
After
the Completion of the Offering(s) under this Prospectus(1)
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Name
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Number of Shares(2)
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Percentage of Outstanding Shares
(3)
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Number of Shares Being Offered
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Number of
Shares
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Percentage of Outstanding Shares
(3)
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Furniture Investments Acquisitions S.C.S.
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10,680,358
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17.4
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%
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10,680,358
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(2)
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0
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--%
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(1)
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Assumes that Furniture Investments Acquisitions S.C.S. (“Furniture Investments”) sells the maximum number
of shares registered under this prospectus.
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(2)
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Includes 9,791,045 shares of Common Stock that are issuable upon conversion of the Company’s Series A Preferred Stock
and an estimated 889,313 shares of Common Stock that are issuable upon conversion of the shares of Series A Preferred Stock that
could be made as dividend payments.
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(3)
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The number and percentages of shares beneficially owned are calculated pursuant to Rule 13d-3 under the Exchange Act. Number
and percentage calculations assume that all shares that may be acquired by the Selling Stockholder upon conversion of the Series
A Preferred Stock are outstanding for the purpose of computing the percentage of Common Stock owned by the Selling Stockholder.
The number of shares of Common Stock outstanding for these purposes as of February 26, 2021 was 50,806,377 shares, and the number
of shares of Common Stock that may be acquired upon the conversion of the Series A Preferred Stock is 10,680,358 shares.
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Relationship of Furniture
Investments and Knoll
Furniture Investments is majority owned
by Investindustrial VII LP, a limited partnership organized under the laws of England and Wales (“Investindustrial VII”). Furniture Investments is our largest stockholder. Roberto Ardagna is a member
of our Board of Directors and was appointed to that position by Furniture Investments pursuant to the provisions of our Certificate
of Designations.
On June 22, 2020, we entered into
an Investment Agreement (the “Investment Agreement”) with Furniture Investments S.à r.l., pursuant to
which we agreed to issue and sell, and Furniture Investments S.à r.l. agreed to buy, 164,000 shares of Series A Preferred
Stock. On July 21, 2020, Furniture Investments S.à r.l. assigned its rights under the Investment Agreement to Furniture
Investments. Pursuant to the Investment Agreement, we entered into a Registration Rights Agreement (the “Registration
Rights Agreement”), dated July 21, 2020, with Furniture Investments, pursuant to which we granted certain registration
rights. Pursuant to the Registration Rights Agreement, we are registering the resale of the shares of Common Stock that may be
obtained by the Selling Stockholder upon conversion of the Series A Preferred Stock. In addition, in certain circumstances,
holders of the registration rights will have piggyback registration rights on offerings of Common Stock by the Company, as well
as the right to request that the Company initiate an underwritten offering (as defined in the Registration Rights Agreement).
DESCRIPTION OF CAPITAL STOCK
The following description of our capital
stock is intended as a summary only and therefore is not complete. This description is based upon, and is qualified by reference
to, our Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”), our Amended
and Restated Bylaws (our “Amended and Restated Bylaws”), and our Certificate of Designations of our Series A
Preferred Stock (our “Certificate of Designations”), each as amended from time to time, and by the applicable
provisions of the Delaware General Corporation Law (the “DGCL”). For the complete terms of the capital stock, please
refer to our Certificate of Incorporation, our Amended and Restated Bylaws, and our Certificate of Designations, which are incorporated
by reference into the registration statement of which this prospectus is a part.
General
We are a company incorporated under the
laws of the State of Delaware and our affairs are governed by our Certificate of Incorporation, our Amended and Restated Bylaws,
our Certificate of Designations and the DGCL. Our authorized capital stock currently consists of 200,000,000 shares of Common Stock,
par value $0.01 per share, and 10,000,000 shares of Preferred Stock, par value $1.00 per share. The outstanding shares of Common
Stock and Series A Preferred Stock are fully paid and nonassessable. As of February 26, 2021, there were (i) approximately
50,806,377 shares of Common Stock issued and outstanding, and (ii) 167,284 shares of Series A Preferred Stock issued
and outstanding.
Common Stock
Voting Rights. Each outstanding
share of our Common Stock is entitled to one vote per share on each matter to be voted on by the holders of our Common Stock. The
holders of our Common Stock are not be entitled to cumulative voting of their shares in elections of directors.
Dividends. Subject to prior dividend
rights of the holders of any shares of our Preferred Stock, holders of shares of our Common Stock are entitled to receive dividends
when, as and if declared by our Board of Directors out of funds legally available for that purpose.
Liquidation, Redemption and Preemptive
Rights. In the event of any liquidation, dissolution or winding up of our Company, after the satisfaction in full of the liquidation
preferences of holders of any shares of our Preferred Stock, if any, holders of shares of our Common Stock are entitled to ratable
distribution of the remaining assets available for distribution to stockholders. The holders of shares of Common Stock have no
redemption, preemptive or similar rights.
Series A Preferred Stock
Dividends and Liquidation Preference.
The Series A Preferred Stock ranks senior to the Common Stock with respect to dividend rights and rights on the distribution
of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The Series A
Preferred Stock has a liquidation preference of $1,000 per share. Holders of the Series A Preferred Stock are entitled to
a cumulative dividend at the rate of 4.5% per annum, payable quarterly in arrears, as set forth in the Certificate of Designations.
We may elect, in our sole discretion, to pay dividends in cash or as a dividend in-kind (additional shares of Series A Preferred
Stock having value equal to the amount of accrued dividends) until June 30, 2022, after which we must pay the dividends in
cash.
If and to the extent the Company intends
to pay any Participating Dividend (as defined in the Certificate of Designations), then any such Participating Dividend shall be
payable to the holders of shares of Common Stock and Series A Preferred Stock on a pari passu, pro rata basis (treating
each holder of shares of Series A Preferred Stock as being the holder of the number of shares of Common Stock into which such
holder’s shares of Series A Preferred Stock would be converted as of the Record Date (as defined in the Certificate
of Designations) for payment of such Participating Dividend, and shall be payable in the amount specified in the Certificate of
Designations. The Record Date for payment of any Participating Dividend to holders of Series A Preferred Stock will be the
same date as the Record Date for payment of the dividend or distribution to holders of Common Stock, whether or not such date is
a Business Day (as defined in the Certificate of Designations). The payment date of any dividend or distribution to holders of
Series A Preferred Stock will be the same date on which payment of such dividend or distribution is made to holders of Common
Stock.
Voting Rights. Holders of Series A
Preferred Stock are entitled to vote as a single class with the holders of the Common Stock on an as-converted basis. Holders of
Series A Preferred Stock are entitled to a separate class vote with respect to, among other things, amendments to the Company’s
organizational documents that have an adverse effect on the rights, preferences, privileges or voting power of the Series A
Preferred Stock, authorizations or issuances by the Company of securities that are senior to, or equal in priority with, the Series A
Preferred Stock and increases or decreases in the number of authorized shares or issuances of shares of Series A Preferred
Stock.
Conversion Rights. The Series A
Preferred Stock is convertible at the option of the holders thereof at any time into shares of Common Stock at an initial Conversion
Price (as defined in the Certificate of Designations) of $16.75 per share of Series A Preferred Stock, subject to certain
anti-dilution adjustments. At any time after July 21, 2022, if the volume weighted average price of shares of our Common Stock
exceeds $29.3125 per share (as may be adjusted pursuant to the Certificate of Designations) for at least 20 trading days in any
period of 30 consecutive trading days, the Company may elect to convert all or a portion of the Series A Preferred Stock into
shares of Common Stock in accordance with the Certificate of Designations.
Redemption. At any time on or after
July 21, 2026, the Company may redeem, in whole or, from time to time, in part, the shares of Series A Preferred Stock
by paying the Redemption Price (as defined in the Certificate of Designations). Customary notice and redemption procedure provisions
apply.
Special Rights Upon a Change of Control.
In connection with any Change of Control (as defined in the Certificate of Designations) involving the Company, the holders of
the Series A Preferred Stock may either (i) convert their shares of Series A Preferred Stock into Common Stock at
the then-current Conversion Price or (ii) cause the Company to redeem their shares of Series A Preferred Stock. Additionally,
upon certain Change of Control events involving the Company, the Company may elect to redeem the Series A Preferred Stock.
If the holders of the Series A Preferred Stock elect to have their shares of Series A Preferred Stock redeemed, or if
the Company elects to redeem the Series A Preferred Stock, in each case, in connection with a Change of Control, the company
will pay the Change of Control Price.
Anti-Takeover Provisions
Certain provisions of the DGCL, as well
as our Certificate of Incorporation and our Amended and Restated Bylaws, could have an anti-takeover effect and could delay, defer
or prevent a tender offer or takeover attempt that a stockholder might consider in its best interest, including those attempts
that might result in a premium over the market price for the shares of our common stock held by stockholders.
Delaware General Corporation Law. We
are subject to Section 203 of the Delaware General Corporation Law that prohibits a Delaware corporation, the voting stock
of which is listed on a national securities exchange or is held of record by more than 2,000 stockholders, from engaging in a “business
combination” with an “interested stockholder” for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless:
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the “business combination,” or the transaction in which the stockholder became an “interested stockholder”
is approved by the board of directors prior to the date the “interested stockholder” attained that status;
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upon consummation of the transaction that resulted in the stockholder becoming an “interested stockholder,” the
“interested stockholder” owned at least 85% of the voting stock of the corporation outstanding at the time the transaction
commenced (excluding for purposes of determining the voting stock outstanding, voting stock owned by the interested stockholder,
those shares owned by persons who are directors and also officers, and employee stock plans in which employee participants do not
have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer);
or
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on or subsequent to the date a person became an “interested stockholder,” the “business combination”
is approved by the board of directors and authorized at an annual or special meeting of stockholders by the affirmative vote of
at least 66 2/3% of the outstanding voting stock that is not owned by the “interested stockholder.”
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“Business combinations”
include mergers, asset sales and other transactions resulting in a financial benefit to the “interested
stockholder.” Subject to various exceptions, including pre-approval by our board of directors, an “interested
stockholder” is a person who, together with his or her affiliates and associates, owns, or within three years prior to
the determination of the “interested stockholder” status, owned, 15% or more of the corporation’s
outstanding voting stock. Our sale of the Series A Preferred Stock to Furniture Investments S.à.r.l, which is majority-owned
by Investindustrial VII, was pre-approved by our board of directors under Section 203.
Provisions of Our Certificate of Incorporation and Amended
and Restated Bylaws
Authorized but Unissued Capital Stock.
Subject to the listing requirements of the New York Stock Exchange, we may issue authorized but unissued shares of our capital
stock without stockholder approval. We may issue additional shares for a variety of corporate purposes, including, but not limited
to, future public offerings, to raise additional capital or to facilitate acquisitions. One of the effects of the existence of
unissued and unreserved Common Stock or Preferred Stock may be to enable our board of directors to issue shares to persons friendly
to current management, which issuance could render more difficult or discourage an attempt to obtain control of our company by
means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly
deprive the stockholders of opportunities to sell their shares of Common Stock at prices higher than prevailing market prices.
In addition, the issuance of additional Preferred Stock may adversely affect the rights of our common stockholders by, among other
things:
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·
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restricting the payment of dividends on our Common Stock;
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·
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diluting the voting power of our Common Stock;
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·
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reducing the amount of assets remaining for payment to holders of shares of our Common Stock in the event of a liquidation
of our assets; or
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·
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preventing a change in control without further action by the stockholders.
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Classified Board; Removal of Directors;
Vacancies. Our Certificate of Incorporation and Amended and Restated Bylaws provide for the division of our board of directors
into three classes, as nearly equal in number as possible, with the directors in each class serving a three year term or until
their respective successors have been duly elected and qualified. Our Certificate of Incorporation and Amended and Restated Bylaws
also provide that our directors may be removed from office only for cause and only by a vote of at least a majority of the outstanding
stock entitled to vote in the election of directors. “Cause” is defined as (i) a final conviction of a felony
involving moral turpitude or (ii) willful misconduct that is materially and demonstrably injurious economically to us. Further,
any vacancy in our board of directors, however resulting, and any newly created directorship resulting from an increase in the
size of our board of directors may be filled by a majority of the directors then in office, even if less than a quorum, or by a
sole remaining director. This system of electing and removing directors or filling a vacancy on the board of directors generally
makes it more difficult for stockholders to replace a majority of the board of directors, and it may discourage a third party from
making a tender offer or otherwise attempting to gain control of us.
No Cumulative Voting. The Delaware
General Corporation Law provides that the certificate of incorporation may provide that stockholders may cumulate their votes in
the election of directors. Our Certificate of Incorporation does not expressly permit cumulative voting by stockholders, which
may make it more difficult to elect directors.
Calling of Special Meetings of Stockholders.
Pursuant to our Amended and Restated Bylaws, special meetings of stockholders may be called only by our board of directors or its
chairman, our chief executive officer or president, or by the chairman, chief executive officer or president at the request of
the holders of a majority of the outstanding shares of capital stock entitled to vote, which may have the effect of discouraging
unsolicited takeover attempts requiring stockholder approval.
Advance Notice Requirements for Stockholder
Proposals and Director Nominations. Our Amended and Restated Bylaws provide that stockholders seeking to nominate candidates
for election as directors or to bring any other business before our annual meeting of stockholders must provide us with timely
notice of their proposals in writing. To be timely, subject to certain exceptions, we must receive the stockholder’s notice
not earlier than the close of business on the 120th calendar day and not later than the close of business on the 90th calendar
day prior to the first anniversary of the immediately preceding year’s annual meeting of stockholders. Our amended
and restated bylaws also set forth advance notice procedures related to the nomination of candidates for election as directors
at our special meetings of stockholders. In addition, our Amended and Restated Bylaws specify requirements as to the contents of
the stockholder’s notice. These provisions may discourage a stockholder from bringing matters before an annual meeting of
stockholders or nominating directors for election at an annual or special meeting of stockholders.
Listing
Our common stock is listed on the New York
Stock Exchange under the symbol “KNL.”
Our Transfer Agent
Computershare, N.A is transfer agent and
registrar for our Common Stock and the Series A Preferred Stock.
PLAN OF DISTRIBUTION
We are registering 10,680,358 shares of
our Common Stock to permit the resale of such shares by the Selling Stockholder named herein from time to time, or at one time,
after the date of this prospectus. The Selling Stockholder may, from time to time, or at one time, sell, transfer or otherwise
dispose of any or all of its Common Stock on the New York Stock Exchange or any other stock exchange, market or trading facility
on which such Common Stock is traded or in private transactions. These dispositions may be at fixed prices, at prevailing market
prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale
or at negotiated prices.
The Selling Stockholder may use any one
or more of the following methods when disposing of its shares of Common Stock:
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·
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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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·
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block trades in which the broker-dealer will attempt to sell the Common Stock as agent, but may position and resell a portion
of the block as principal to facilitate the transaction;
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·
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purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
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·
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an exchange distribution (including the over-the-counter market) and/or a secondary distribution;
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·
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privately negotiated transactions;
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·
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underwritten transactions;
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·
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through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
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·
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broker-dealers may agree with the Selling Stockholder to sell a specified number of shares of Common Stock at a stipulated
price per share;
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·
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through distributions to employees, members, limited partners or stockholders of the Selling Stockholder;
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·
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a combination of any such methods of sale;
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·
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“at the market” or through market makers or into an existing market for the shares; and
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·
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any other method permitted pursuant to applicable law.
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In addition, the Selling Stockholder may,
from time to time, sell shares of Common Stock in compliance with Rule 144 under the Securities Act, if available, or pursuant
to other available exemptions from the registration requirements under the Securities Act, rather than pursuant to this prospectus.
The Selling Stockholder and any underwriters,
broker-dealers or agents that participate in the sale of shares of Common Stock or interests therein may be “underwriters”
within the meaning of Section 2(a)(11) of the Securities Act. Any discounts, commissions or profit they earn on any resale
of the shares of Common Stock may be underwriting discounts and commissions under the Securities Act. If the Selling Stockholder
is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act, then the Selling Stockholder
will be subject to the prospectus delivery requirements of the Securities Act. Underwriters and their controlling persons, dealers
and agents may be entitled, under agreements entered into with us and the Selling Stockholder, to indemnification against and contribution
toward specific civil liabilities, including liabilities under the Securities Act. We have agreed to indemnify the Selling Stockholder
against certain liabilities, including liabilities under the Securities Act.
The Selling Stockholder may, from time
to time, pledge or grant a security interest in some or all of the shares of Common Stock it holds and, if the Selling Stockholder
defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell their shares of Common
Stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other
applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other
successors in interest as selling stockholders under this prospectus. The Selling Stockholder also may transfer its shares of Common
Stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial
owners for the purposes of this prospectus.
In connection with sale of shares of Common
Stock or interests therein, the Selling Stockholder may enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of shares of Common Stock in the course of hedging the position they assume.
The Selling Stockholder may also sell its shares of Common Stock short and deliver shares of Common Stock to close out short positions,
or loan or pledge such shares of Common Stock to broker-dealers that in turn may sell the shares of Common Stock. The Selling Stockholder
may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or
more derivative securities which require the delivery to such broker-dealer or other financial institution of the shares of Common
Stock offered by this prospectus, which shares of Common Stock such broker-dealer or other financial institution may resell pursuant
to this prospectus (as supplemented or amended to reflect such transaction).
To the extent required, this prospectus
may be amended or supplemented from time to time to describe a specific plan of distribution, including the names of any underwriters,
the purchase price and the proceeds the Selling Stockholder will receive from the sale of shares of Common Stock, any underwriting
discounts and other items constituting underwriters’ compensation, any public offering price and any discounts or concessions
allowed or reallowed or paid to dealers, and any other information we believe to be material.
The aggregate proceeds to the Selling Stockholder
from the sale of shares of Common Stock offered by the Selling Stockholder will be the purchase price of the Common Stock less
discounts or commissions, if any. The Selling Stockholder reserves the right to accept and, together with its agents from time
to time, to reject, in whole or part, any proposed purchase of Common Stock to be made directly or through agents. We will not
receive any proceeds from any offering by the Selling Stockholder.
In order to comply with the securities
laws of some states, if applicable, the shares of Common Stock may be sold in these jurisdictions only through registered or licensed
brokers or dealers. In addition, in some states, the shares of Common Stock may not be sold unless they have been registered or
qualified for sale or an exemption from registration or qualification requirements is available and is complied with.
We have advised the Selling Stockholder
that the anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934, as amended, may apply to sales
of shares of Common Stock in the market and to the activities of the Selling Stockholder and its affiliates. In addition, to the
extent applicable, we will make copies of this prospectus (as it may be supplemented from time to time) available to the Selling
Stockholder for the purpose of satisfying the prospectus delivery requirements of the Securities Act.
We are required to pay all fees and expenses
incident to the registration of the Common Stock covered by this prospectus, including with regard to compliance with state securities
or blue sky laws. Otherwise, any broker or similar commissions and any legal fees or other costs of the Selling Stockholder incurred
in connection with the sale of the Common Stock offered hereby will be paid by the Selling Stockholder.
The underwriters, dealers and agents, as
well as their associates, may be customers of or lenders to, and may engage in transactions with and perform services for, us and
our subsidiaries in the ordinary course of business.
There can be no assurances that the Selling
Stockholder will sell any or all of the shares of Common Stock offered under this prospectus.
VALIDITY
OF SECURITIES
The validity of our Common Stock offered
by this prospectus from time to time will be passed upon for us by Morrison & Foerster LLP.
EXPERTS
Ernst & Young LLP, independent
registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K
for the year ended December 31, 2020, and the effectiveness of our internal control over financial reporting as of December 31,
2020, as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration statement.
Our financial statements are incorporated by reference in reliance on Ernst & Young LLP's reports, given on their authority
as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports,
proxy statements and other information with the SEC. We have also filed with the SEC a registration statement on Form S-3
to register the securities being offered in this prospectus. This prospectus, which forms part of the registration statement, does
not contain all of the information included in the registration statement. For further information about us or the Selling Stockholder
and the shares of Common Stock offered in this prospectus, you should refer to the registration statement and its exhibits.
Our annual reports on Form 10-K, along
with all other reports and amendments filed with or furnished to the SEC are publicly available free of charge on the investor
relations section of our website as soon as reasonably practicable after we file such materials with, or furnish them to, the SEC.
Our website is located at http://www.knoll.com. The information on our website is not part of this or any other report we file
with, or furnish to, the SEC. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information
statements, and other information regarding issuers that file electronically with the SEC.
Incorporation
by Reference
We are incorporating by reference in this
prospectus (and the registration statement to which this prospectus is a part) the information that we file with the SEC. This
means that we can disclose important information to you by referring you to those documents. The information incorporated by reference
is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede
this information. We are incorporating by reference our documents listed below and any future filings we make with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial registration statement of which this
prospectus is a part and before the effective date of the registration statement or after the date of such initial registration
statement until all of the securities offered under this prospectus are sold:
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·
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Our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 1, 2021;
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·
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Our Definitive Proxy Statement filed with the SEC on March 31, 2020, and Definitive Additional Materials filed with the
SEC on April 14, 2020, both filed in connection with our annual meeting of stockholders held on May 5, 2020; and
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We also incorporate by reference into this prospectus additional
documents that we may file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this
prospectus until all of the securities to which this prospectus relates are sold or the offering is otherwise terminated; provided,
however, that we are not incorporating any information furnished under either Item 2.02 or Item 7.01 of any current report on Form 8-K.
These documents may include, among others, annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports
on Form 8-K, as well as proxy statements.
We will provide a copy of these filings
at no cost, upon your request by writing or telephoning us at the following address:
Knoll, Inc.
1235 Water Street
East Greenville, PA 18041
(215) 679-7991
Attn: Investor Relations
You should rely only on the information
incorporated by reference or provided in this prospectus. Neither we nor the Selling Stockholder have authorized anyone else to
provide you with different information. The Selling Stockholder is not making an offer of these securities in any state where the
offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the
date on the front of those documents.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth an estimate
(except in the case of the registration fee) of the costs and expenses, other than the underwriting discounts and commissions,
to be incurred in connection with the issuance and distribution of the common stock being registered. All costs and expenses set
forth below shall be borne by us.
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Item
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Amount to be Paid
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SEC registration fee
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$
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19,296
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Legal fees and expenses*
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$
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20,000
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Miscellaneous*
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$
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10,000
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Total
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$
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49,296
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*Estimated and subject to future contingencies.
Item 15. Indemnification of Directors and Officers
Our amended and restated certificate of
incorporation provides that we will, and the laws of the State of Delaware permit us to, under certain situations, indemnify any
of our directors, officers, employees or agents made or threatened to be made a party to a proceeding, by reason of the former
or present official capacity of the person, against judgments, penalties, fines, settlements and reasonable expenses, including
attorney’s fees, incurred by the person in connection with the proceeding if certain statutory standards are met. Any of
these persons is also entitled, subject to certain limitations, to payment or reimbursement of reasonable expenses in advance of
the final disposition of the proceeding. A proceeding means a threatened, pending or completed civil, criminal, administrative,
arbitration or investigative proceeding, including one by or in the right of us. Reference is made to Section 145 of the Delaware
General Corporation Law and our amended and restated certificate of incorporation.
We maintain an insurance policy providing
for indemnification of our officers, directors and certain other persons against liabilities and expenses incurred by any of them
in certain stated proceedings and under certain stated conditions. In addition, our employment agreements and indemnification agreements
with Mr. Cogan provide that, if during and after the term of such officer’s employment the executive is made a party
or compelled to participate in any action by reason of the fact that he is or was a director or officer of us, the executive will
be indemnified by us to the fullest extent permitted by the Delaware General Corporation Law or authorized by our amended and restated
certificate of incorporation or bylaws or resolutions of our board of directors.
We have also entered into indemnification
agreements with our directors and certain of our officers. The indemnification agreements require us to indemnify, defend and hold
harmless the indemnitees to the fullest extent permitted or required by the laws of the State of Delaware. The indemnification
agreements also provide that the indemnitee shall have the right to advancement from us, prior to the final disposition of any
indemnifiable claim, of any and all actual and reasonable expenses relating to any indemnifiable claim paid or incurred by the
indemnitee. For the duration of an indemnitee’s service as our director and/or officer and for a reasonable period of time
thereafter, which period may be determined by us in our sole discretion, we must use commercially reasonable efforts to cause to
be maintained in effect policies of directors’ and officers’ liability insurance providing coverage for our directors
and/or officers that is substantially comparable in scope and amount to that provided by our current policies of directors’
and officers’ liability insurance, subject to certain limitations.
Item 16. Exhibits
The exhibits to this registration statement are listed in the
exhibit index, which appears elsewhere herein and is incorporated herein by reference.
Item 17. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus
required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus
any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in
the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material
information with respect to the plan of distribution not previously disclosed in this registration statement or any material change
to such information in this registration statement;
provided, however, that
paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the registration statement is on Form S-3 or Form F-3
and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with
or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form
of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining
any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by
means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for purposes of determining
any liability under the Securities Act:
(i) The information omitted
from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of the time it was declared effective; and
(ii) Each post-effective
amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(5) That for the purpose of determining
liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed
by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date
the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required
to be filed pursuant to Rule 424(b)(2), 424(b)(5), or 424(b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), 415(a)(1)(vii), or 415(a)(1)(x) for the purpose of providing
the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in
the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date
of the first contract of sale of the securities in the offering described in the prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective
date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that
no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated
or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement or made in any such document immediately prior
to such effective date.
(b) The undersigned Registrant hereby further undertakes
that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the annual reports of Knoll, Inc.
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in this registration statement, if any, shall be deemed to be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to trustees, directors, officers and controlling persons of the Registrant pursuant
to the provision described under Item 15 of this registration statement, or otherwise (other than insurance), the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a trustee, director, officer or controlling person of
the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, director, officer or controlling
person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it or them is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication
of such issue.
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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of New York, State of New York on the 1st day of March, 2021.
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Knoll, Inc.
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By:
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/s/ Andrew B. Cogan
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Andrew B. Cogan
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Chairman and Chief Executive Officer
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Power of Attorney
Each person whose signature appears below
hereby constitutes and appoints Andrew B. Cogan and Charles W. Rayfield, and each of them, such person’s true and lawful
attorney-in-fact and agent, with full power of substitution or resubstitution, for such person and in such person’s name,
place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below,
any and all amendments, including post-effective amendments to this registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about
the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact or agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Andrew B. Cogan
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Chairman and Chief Executive Officer
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March 1, 2021
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Andrew B. Cogan
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(Principal Executive Officer)
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/s/ Charles W. Rayfield
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Charles W. Rayfield
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Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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March 1, 2021
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/s/ Roberto Ardagna
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Roberto Ardagna
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Director
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March 1, 2021
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/s/ Daniel Dienst
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Daniel Dienst
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Director
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March 1, 2021
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/s/ Stephen F. Fisher
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Stephen F. Fisher
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Director
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March 1, 2021
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/s/ Jeffrey A. Harris
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Jeffrey A. Harris
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Director
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March 1, 2021
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/s/ Jeffrey A. Henderson
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Jeffrey A. Henderson
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Director
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March 1, 2021
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Signature
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Title
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Date
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/s/ Ronald Kass
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Ronald Kass
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Director
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March 1, 2021
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/s/ Christopher G. Kennedy
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Christopher G. Kennedy
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Director
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March 1, 2021
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/s/ John F. Maypole
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John F. Maypole
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Director
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March 1, 2021
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/s/ Sarah E. Nash
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Sarah E. Nash
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Director
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March 1, 2021
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/s/ Stephanie Stahl
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Stephanie Stahl
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Director
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March 1, 2021
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EXHIBIT INDEX
Exhibit
Number
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Description
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3.1(a)
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Amended and Restated Certificate of Incorporation of Knoll, Inc.
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3.2(b)
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Amended and Restated By-Laws of Knoll, Inc.
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4.1(a)
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Form of Stock Certificate.
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4.2(c)
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Certificate of Designations of Knoll, Inc. with respect to Series A Convertible Preferred Stock, dated July 20, 2020, filed with the Secretary of State of the State of Delaware and effective July 20, 2020.
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4.3(c)
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Registration Rights Agreement, dated July 21, 2020, by and between Knoll, Inc. and Furniture Investments Acquisitions S.C.S.
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4.4(d)
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Investment Agreement, dated June 22, 2020, between Knoll, Inc. and Furniture Investments S.À R.L.
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5.1
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Opinion of Morrison & Foerster LLP.
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23.1
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Consent of Ernst & Young LLP.
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23.2
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Consent of Morrison & Foerster LLP (included in opinion referenced in 5.1 above).
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24.1
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Power of Attorney (included on signature page hereto).
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(a)
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Incorporated by reference to Knoll, Inc.’s Registration Statement on Form S-1 (File No. 333-118901), which was declared effective by the Commission on December 13, 2004.
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(b)
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Incorporated by reference to Knoll, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 11, 2015.
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(c)
|
Incorporated by reference to Knoll, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2020.
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(d)
|
Incorporated by reference to Knoll, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 23, 2020.
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