SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number) |
(I.R.S. Employer Identification No.)
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(Address of principal executive offices and zip code)
(616 ) 654-3000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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 13(a) of the Exchange Act. ☐
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Item 2.02
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Results of Operations and Financial Condition
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The information set forth below with respect to the fourth quarter of fiscal year 2021 is incorporated herein by reference.
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Item 7.01
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Regulation FD Disclosure
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On June 16, 2021, Herman Miller, Inc. (the “Company”) plans to launch the syndication of a senior secured term loan B facility in connection with the Company’s pending
acquisition of Knoll, Inc. There can be no assurance that such syndication will be completed, and the closing of such term loan B facility will be subject to certain terms and conditions. The Company plans to disclose the following information to
potential lenders in connection with the syndication process.
The Company currently expects net sales and orders for the fourth quarter of its fiscal year 2021 to reflect sequential improvement from the levels reported in the
third quarter of fiscal year 2021 and growth over the prior year. Order levels, which are a leading indicator for sales activity, are expected to exceed sales levels during the fourth quarter. In addition to the above, recent economic indicators
for the furniture industry suggest a recovery is in progress, as companies continue to develop their plans to return to work.
As of the date of this report, the Company has not yet completed its financial close process for the fourth quarter of its fiscal year 2021. As a result, the
information set forth above is preliminary and based upon information available to the Company as of the date of this report. During the course of the Company’s financial close process for the fourth quarter of its fiscal year 2021, it may identify
items that would require adjustments to the information set forth above, which could be material.
The information contained in Item 2.02 and Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing. The furnishing of information pursuant to Item 2.02 and Item 7.01 will
not be deemed an admission that any information in this report is material or required to be disclosed by Regulation FD.
Forward-Looking Statements
This communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Forward-looking statements relate to future events and anticipated results of operations, business strategies, and other aspects of our operations or operating results. These forward-looking statements generally can be identified by
phrases such as “will,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates,” “suggests” or other words or phrases of similar import. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire
or occur, or if any of them do, what impact they will have on the Company’s results of operations and financial condition or the price of the Company’s stock. These forward-looking statements involve certain risks and uncertainties, many of which
are beyond the Company’s control, that could cause actual results to differ materially from those indicated in such forward-looking statements, including but not limited to: the impact of public health crises, such as pandemics (including
coronavirus (COVID-19)) and epidemics, and any related company or government policies and actions to protect the health and safety of individuals or government policies or actions to maintain the functioning of national or global economies and
markets; the effect of the announcement of the merger on the ability of the Company or Knoll to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom the Company or Knoll does business, or on the
Company’s or Knoll’s operating results and business generally; risks that the merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; the outcome of any legal proceedings related
to the merger; the ability of the parties to consummate the proposed transaction between the Company and Knoll on a timely basis or at all; the satisfaction of the conditions precedent to consummation of
the proposed transaction, including the ability to secure regulatory approvals on the terms expected, at all or in a timely manner; the ability of the Company to successfully integrate Knoll’s operations; the ability of the Company to implement its
plans, forecasts and other expectations with respect to the Company’s business after the completion of the transaction and realize expected synergies; business disruption following the merger; general economic conditions; the availability and
pricing of raw materials; the financial strength of our dealers and the financial strength of our customers; the success of newly-introduced products; the pace and level of government procurement; and the outcome of pending litigation or
governmental audits or investigations. These risks, as well as other risks related to the proposed transaction, are included in the registration statement on Form S-4 and definitive joint proxy statement/prospectus that were filed with the
Securities and Exchange Commission (the “SEC”) in connection with the proposed transaction. While the risks presented here, and those presented in the registration statement and definitive joint proxy statement/prospectus, are considered
representative, they should not be considered a complete statement of all potential risks and uncertainties. For additional information about other factors that could cause actual results to differ materially from those described in the
forward-looking statements, please refer to the Company’s and Knoll’s respective periodic reports and other filings with the SEC, including the risk factors identified in the Company’s and Knoll’s most recent Quarterly Reports on Form 10-Q and
Annual Reports on Form 10-K. The forward-looking statements included in this communication are made only as of the date hereof. Neither the Company nor Knoll undertakes any obligation to update any forward-looking statements to reflect subsequent
events or circumstances, except as required by law.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Dated: June 16, 2021 |
HERMAN MILLER, INC. | ||
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By:
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/s/ Kevin J. Veltman
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Kevin J. Veltman
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Vice President of Investor Relations & Treasurer
(Duly Authorized Signatory for Registrant)
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