As filed with the Securities and Exchange Commission on May 9, 1997
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LINENS'N THINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 22-3463939
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
6 BRIGHTON ROAD
CLIFTON, NEW JERSEY 07015
(Address, including Zip Code, of Principal Executive Offices)
1996 INCENTIVE COMPENSATION PLAN
(Full Title of the Plan)
NORMAN AXELROD
CHAIRMAN, PRESIDENT & CHIEF EXECUTIVE OFFICER
LINENS'N THINGS, INC.
6 BRIGHTON ROAD
CLIFTON, NEW JERSEY 07015
(201)778-1300
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
----------------------
With a copy to:
WARREN J. CASEY, ESQ.
PITNEY, HARDIN, KIPP & SZUCH
P.O BOX 1945
MORRISTOWN, NEW JERSEY 07962
(201) 966-6300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------- ----------------------- ----------------------- ------------------------ -----------------------
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Share Offering Price Fee
- ------------------------- ----------------------- ----------------------- ------------------------ -----------------------
- ------------------------- ----------------------- ----------------------- ------------------------ -----------------------
<S> <C> <C> <C> <C>
Common Stock, 1,310,202 $21.18 (1) $27,750,078(1) $8,409.11
$0.01 Par Value per
share 990,230 $15.50(2) $15,348,565(2) $4,651.08
8,000 $23.81(2) $190,480(2) $57.72
500 $23.88(2) $11,938(2) $3.62
1,200 $24.38(2) $29,250(2) $8.86
500 $23.63(2) $11,813(2) $3.58
1,000 $21.31(2) $21,310(2) $6.46
500 $22.00(2) $11,000(2) $3.33
Total Registration Fee:
$13,143.76
- ------------------------- ----------------------- ----------------------- ------------------------ -----------------------
</TABLE>
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(1) Estimated solely for the purpose of calculating the registration fee.
Such estimate has been computed in accordance with Rule 457(h)(1) based
on the average high and low prices of the Registrant's Common Stock as
reported on the New York Stock Exchange on May 2, 1997.
(2) Estimated solely for the purpose of calculating the registration fee.
Such estimate has been computed in accordance with Rule 457(h)(1) based
on prices ranging from $15.50 to $24.38 at which an aggregate of
1,001,930 options issued under the 1996 Incentive Compensation Plan may
be exercised.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in this Part I
will be sent or given to employees as specified by Rule 428(b)(1) promulgated
under the Securities Act of 1933, as amended (the "Securities Act"). Such
documents need not be filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents filed by Linens'n Things, Inc. ("Registrant")
with the Commission are incorporated by reference in this Registration
Statement:
1. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996.
2. The Description of the Registrant's Common Stock contained in the
Registration Statement on Form S-1 (No. 333-12267) declared
effective by the Commission on November 26, 1996.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, hereby are incorporated herein by reference and shall be deemed a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. Description of Securities.
Not applicable.
ITEM 5. Interests of Named Experts and Counsel.
Not applicable.
ITEM 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Act permits the
Registrant to indemnify officers, directors or employees against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement in
connection with legal proceedings "if {as to any officer, director or employee}
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation, and, with respect to any
criminal act or proceeding, had no reasonable cause to believe his conduct was
unlawful," provided that with respect to actions by, or in the right of, the
corporation against, such individuals, indemnification is not permitted as to
any matter as to which such person "shall have been adjudged to be liable to the
corporation, unless, and only to the extent that, the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper." Individuals who are successful in the defense of such action
are entitled to indemnity for such expenses reasonably incurred in connection
therewith.
The By-Laws of the Registrant require the Registrant to indemnify
directors and officers against liabilities which they may incur under the
circumstances set forth in the preceding paragraph.
The Registrant maintains standard policies of insurance under which
coverage is provided (a) to its directors and officers against loss arising from
claims made by reason of breach of duty or other wrongful act, and (b) to the
Registrant with respect to payments which may be made by the Registrant to such
officers and directors pursuant to the above indemnification provision or
otherwise as a matter of law.
The underwriting agreement filed as Exhibit 1 to the Registrant's
Registration Statement on Form S-1 (No. 333-12267) provides for indemnification
of directors and officers of the Registrant by the underwriters of the
Registrant's initial public offering against certain liabilities.
ITEM 7. Exemption from Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
5 Opinion of Pitney, Hardin, Kipp & Szuch, as to the legality of the
securities being registered.
23(a) Consent of KPMG Peat Marwick LLP.
23(b)Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit 5
hereto).
99 1996 Incentive Compensation Plan (incorporated by reference to
Exhibits filed with the Registrant's Registration Statement on
Form S-1 (No. 333-12267), declared effective by the Commission on
November 26, 1996).
ITEM 9. Undertakings.
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement to include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.
(b) That, for purposes 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 therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) 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.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement 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.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, 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 Act
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 director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
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 is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
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 the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Clifton, State of New Jersey, on this 6th day of
May, 1997.
LINENS'N THINGS, INC.
By: /S/ NORMAL AXELROD
-----------------------
Norman Axelrod
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/S/ NORMAN AXELROD
- ------------------------- May 6, 1997
Norman Axelrod Chairman, President and
Chief Executive Officer
/S/ CHARLES C. CONAWAY
- ------------------------- May 6, 1997
Charles C. Conaway Director
/S/ STANLEY P. GOLDSTEIN
- ------------------------- May 6, 1997
Stanley P. Goldstein Director
/S/ PHILIP E. BEEKMAN
- ------------------------ May 6, 1997
Philip E. Beekman Director
/S/ JAMES M. TOMASZEWSKI
- ------------------------ May 6, 1997
James M. Tomaszewski Senior Vice President, Chief
Financial Officer (Principal
Financial Officer)
/S/ WILLIAM T. GILES
- ------------------------ May 6, 1997
William T. Giles Vice President, Finance, Controller
(Principal Accounting Officer)
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
5 Opinion of Pitney, Hardin, Kipp & Szuch
23(a) Consent of KPMG Peat Marwick LLP
23(b) Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit 5
hereto).
99 1996 Incentive Compensation Plan (incorporated by reference to
Exhibits filed with the Registrant's Registration Statement on
Form S-1 (No. 333-12267), declared effective by the Commission
on November 26, 1996).
Exhibit 5
PITNEY, HARDIN, KIPP & SZUCH
P.O. BOX 1945
MORRISTOWN, NEW JERSEY 07962-1945
May 9, 1997
Linens'n Things, Inc.
6 Brighton Road
Clifton, New Jersey 07015
Re: Registration Statement on Form S-8
1996 Incentive Compensation Plan
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Linens'n Things, Inc. (the
"Company") with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of
shares of common stock of the Company, $0.01 par value (the "Shares")
issuable pursuant to awards granted under the 1996 Incentive Compensation
Plan (the "Plan").
We have also examined originals, or copies certified or otherwise
identified to our satisfaction, of the Plan, the Certificate of Incorporation
and By-laws of the Company, as currently in effect, and relevant resolutions
of the Board of Directors of the Company; and we have examined such other
documents as we deemed necessary in order to express the opinion hereinafter
set forth.
In our examination of such documents and records, we have assumed
the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, and conformity with the originals of all
documents submitted to us as copies.
Based on the foregoing, we are of the opinion that, when the
Registration Statement has become effective under the Act, and the Shares
shall have been duly issued in the manner contemplated by the Registration
Statement and the Plan, the Shares will be legally issued, fully paid and
non-assessable.
The foregoing opinion is limited to the federal laws of the United
States and the laws of the State of Delaware, and we are expressing no
opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to use of this opinion as an Exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that
we come within the category of persons whose consent is required under
Section 7 of the Act, or the Rules and Regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/S/ PITNEY, HARDIN, KIPP & SZUCH
Exhibit 23(a)
Consent of Independent Auditors
The Board of Directors
Linens'n Things, Inc.
We consent to the use of our audit report dated February 4, 1997 on the
consolidated balance sheets of Linens'n Things, Inc. and subsidiaries as of
December 31, 1996 and 1995 and the related consolidated statements of
operations, shareholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1996 incorporated herein by reference in
the Registration Statement on Form S-8 of the Linens'n Things, Inc. 1996
Incentive Compensation Plan.
Our audit report refers to Linens'n Things, Inc.'s adoption of the Financial
Accounting Standards Board's Statement of Financial Accounting Standards No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" effective October 1, 1995 and a change in its policy
for accounting for the costs of internally developed software effective January
1, 1995.
/s/ KPMG PEAT MARWICK LLP
New York, New York
April 28, 1997
