Knoll, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2021-07-21: Form 8-K; Period of report 2021-07-19; Description 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; Details 2.03.
- 2021-07-20: Form 8-K; Period of report 2021-07-19; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.02.
- 2021-07-14: Form 8-K; Period of report 2021-07-13; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2021-07-01: Form 8-K; Period of report 2021-07-01; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2021-07-21 | 8-K | 2021-07-19 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 The information set forth under “Item 1.01 Entry into a Material Definitive Agreement” in the Current Report on Form 8-K filed by Herman Miller, Inc. on July 20, 2021, to the extent relating to Knoll, Inc. and its subsidiaries, is incorporated herein by reference, including Exhibit 10.1 to such Current Report. | tm2118372d7_8k.htm |
| 2021-07-20 | 8-K | 2021-07-19 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.02 In connection with the consummation of the Merger, on July 19, 2021, Knoll terminated all outstanding commitments, including commitments to issue letters of credit, under the Third Amended and Restated Credit Agreement, dated as of January 23, 2018 (as amended from time to time, the “Credit Agreement”), by and among Knoll, the foreign borrowers party thereto, the guarantors party thereto, the lenders and other parties from time to time party thereto, and Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer. 2.01 The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. 3.01 In connection with the consummation of the Merger, Knoll notified the New York Stock Exchange (“NYSE”) that each outstanding share of Knoll Common Stock was converted into the right to receive the Merger Consideration and requested that NYSE withdraw the listing of the Knoll Common Stock. 3.02 Following the consummation of the transactions contemplated by the Merger Agreement, Knoll issued 100 shares of Knoll Common Stock to Herman Miller in exchange for all of the outstanding shares of Knoll Preferred Stock held by Herman Miller. 3.03 The information set forth in Item 1.02, Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference. 5.01 As a result of the consummation of the Merger and the transactions contemplated by the Stock Purchase Agreement, at the Effective Time, Knoll became a wholly-owned subsidiary of Herman Miller. 5.02 In accordance with the terms of the Merger Agreement, all of the directors and officers of Knoll prior to the Effective Time ceased to be directors and/or officers of Knoll, as applicable, effective as of the Effective Time. 5.03 At the Effective Time: (1) Knoll’s Amended and Restated Certificate of Incorporation was amended and restated in accordance with the Merger Agreement; and (2) the bylaws of Merger Sub in effect immediately prior to the Effective Time became the bylaws of Knoll. | tm2118372d6_8k.htm |
| 2021-07-14 | 8-K | 2021-07-13 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 A special meeting of stockholders (the “Special Meeting”) of Knoll, Inc., a Delaware corporation (“Knoll”) was held virtually via the Internet on July 13, 2021 at 8:30 AM, Eastern Time. 8.01 On July 13, 2021, Knoll and Herman Miller issued a joint press release announcing the voting results from the Special Meeting and the special meeting of shareholders of Herman Miller held on July 13, 2021 in connection with the Merger. | tm2118372d5_8k.htm |
| 2021-07-01 | 8-K | 2021-07-01 | 8.01 Other Events | 8.01 As previously disclosed, on April 19, 2021, Knoll, Inc., a Delaware corporation (“Knoll”), entered into an Agreement and Plan of Merger with Herman Miller, Inc., a Michigan corporation (“Herman Miller”), and Heat Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Herman Miller (“Merger Sub”), providing for the merger of Merger Sub with and into Knoll, with Knoll surviving as a wholly-owned subsidiary of Herman Miller (the “Merger”). | tm2118372d3_8k.htm |
| 2021-06-03 | 8-K | 2021-06-02 | 8.01 Other Events | 8.01 As previously disclosed, on April 19, 2021, Knoll, Inc., a Delaware corporation (“Knoll”), entered into an Agreement and Plan of Merger with Herman Miller, Inc., a Michigan corporation (“Herman Miller”), and Heat Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Herman Miller (“Merger Sub”), providing for the merger of Merger Sub with and into Knoll, with Knoll surviving as a wholly-owned subsidiary of Herman Miller (the “Merger”). | tm2118372d1_8k.htm |
| 2021-05-14 | 8-K | 2021-05-13 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Proposal One - To elect four directors named in the proxy statement for a term ending at the Company’s 2024 annual meeting of stockholders. | knl-20210513.htm |
| 2021-05-12 | 8-K | 2021-05-12 | 8.01 Other Events | 8.01 Knoll, Inc. ("we," "us," and "our") is filing this Current Report on Form 8-K (the "Form 8-K") to reflect changes to the presentation of our financial information as set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the "2020 Form 10-K"), as filed with the Securities and Exchange Commission (the "SEC") on March 1, 2021, in order to give effect to a change in our segment reporting. | knl-20210512.htm |
| 2021-04-28 | 8-K | 2021-04-28 | 2.02 Results of Operations and Financial Condition | 2.02 On April 28, 2021, Knoll, Inc. (the "Company") issued a press release reporting its financial results for the three months ending March 31, 2021. | knl-20210428.htm |
| 2021-04-22 | 8-K | 2021-04-18 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 On April 18, 2021, Knoll adopted a management continuity plan (the “Management Continuity Plan”) pursuant to which Knoll’s executive officers are entitled to payments upon a termination of employment by Knoll or its successor without cause or by the executive with good reason within 24 months of a change in control. | tm2113369d17_8k.htm |
| 2021-04-19 | 8-K | 2021-04-19 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On April 19, 2021, Knoll, Inc. (the “Company”) and Herman Miller, Inc. (“Herman Miller”) issued a joint press release (the “Press Release”) announcing the entry into an Agreement and Plan of Merger, dated April 19, 2021 (the “Merger Agreement”), by and among the Company, Herman Miller and Heat Merger Sub, Inc., a wholly owned subsidiary of Herman Miller, providing for the acquisition of the Company by Herman Miller. 8.01 A copy of the Press Release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. | tm2113369d1_8k.htm |
| 2021-02-19 | 8-K | 2021-02-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective February 12, 2021, the Compensation Committee (the “Committee”) of the Board of Directors of Knoll, Inc. (the “Company”) modified the terms of the performance-based restricted stock units (the “Award”) originally made to certain employees of the Company, including the Company’s executive officers, on February 13, 2018 (the “Award Date”). | knl-20210212.htm |
| 2021-02-10 | 8-K | 2021-02-10 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 10, 2021, Knoll, Inc. (the "Company") issued a press release reporting its financial results for the three and twelve months ending December 31, 2020. 7.01 Knoll, Inc.'s Chairman and Chief Executive Officer, Andrew B. Cogan, and Senior Vice President and Chief Financial Officer, Charles W. Rayfield, will meet with certain stockholders and investors during the first quarter of 2021. | knl-20210210.htm |
| 2021-02-05 | 8-K | 2021-02-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | knl-20210204.htm |