<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 29, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
LINENS 'N THINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 5700 22-3463939
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
6 BRIGHTON ROAD
CLIFTON, NEW JERSEY 07015
(201) 778-1300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
NORMAN AXELROD
CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER AND PRESIDENT
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)
------------------------
COPIES TO:
<TABLE>
<S> <C>
WARREN J. CASEY, ESQ. ROGER H. KIMMEL, ESQ.
PITNEY, HARDIN, KIPP & SZUCH LATHAM & WATKINS
200 CAMPUS DR. 53RD AT THIRD, SUITE 1000
POST OFFICE BOX 1945 885 THIRD AVENUE
MORRISTOWN, N.J. 07962-1945 NEW YORK, N.Y. 10022
(201) 966-6300 (212) 906-1200
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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, check the following box. [ ]
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 statement number of the earlier
effective registration statement for the same offering. [X] 333-27239
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------
TITLE OF EACH CLASS AMOUNT AMOUNT
OF SECURITIES TO BE OFFERING PRICE AGGREGATE OF REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
- -----------------------------------------------------------------------------------------------------------
Common Stock........................... 267,758 $24.50 $6,560,071 $1,988
===========================================================================================================
</TABLE>
================================================================================
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.
<PAGE> 2
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-1, FILE NO.
333-27239
Linens 'n Things, Inc. (the "Company") hereby incorporates by reference
into this Registration Statement on Form S-1 in its entirety the Registration
Statement on Form S-1 (File No. 333-27239), as amended by Amendment No. 1 to the
Registration Statement on Form S-1, declared effective on May 29, 1997 by the
Securities and Exchange Commission (the "Commission"), including each of the
documents filed by the Company with the Commission and incorporated or deemed to
be incorporated by reference therein.
2
<PAGE> 3
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------------------------------------------------------------------------------
<C> <S>
5.1 Opinion of Pitney, Hardin, Kipp & Szuch
23.1 Consent of Pitney, Hardin, Kipp & Szuch (incorporated in Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
24 Powers of Attorney*
</TABLE>
- ---------------
* Incorporated herein by reference to the Company's Registration Statement
on Form S-1, No. 333-27239.
3
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Linens 'n Things, Inc. 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 the 29th day of May, 1997.
LINENS 'N THINGS, INC.
By: /s/ NORMAN AXELROD
------------------------------------
Norman Axelrod
Chairman of the Board and
Chief Executive Officer and
President
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 in the dates indicated:
<TABLE>
<CAPTION>
TITLE DATE
------------------------------------------- -------------
<S> <C> <C>
/s/ NORMAN AXELROD Chairman of the Board, Chief Executive May 29, 1997
- ----------------------------------- Officer, President and Director (principal
Norman Axelrod executive officer)
JAMES M. TOMASZEWSKI* Senior Vice President and Chief May 29, 1997
- ----------------------------------- Administrative Officer (principal financial
James M. Tomaszewski and accounting officer)
WILLIAM T. GILES* Vice President of Finance, Controller May 29, 1997
- -----------------------------------
William T. Giles
CHARLES C. CONAWAY* Director May 29, 1997
- -----------------------------------
Charles C. Conaway
STANLEY P. GOLDSTEIN* Director May 29, 1997
- -----------------------------------
Stanley P. Goldstein
PHILIP E. BEEKMAN* Director May 29, 1997
- -----------------------------------
Philip E. Beekman
*By: /s/ NORMAN AXELROD
------------------------------
Attorney-in-fact
</TABLE>
4
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------ -------------------------------------------------------------------------- --------
<C> <S> <C>
5.1 Opinion of Pitney, Hardin, Kipp & Szuch...................................
23.1 Consent of Pitney, Hardin, Kipp & Szuch (incorporated in Exhibit 5.1).....
23.2 Consent of KPMG Peat Marwick LLP..........................................
24 Powers of Attorney*.......................................................
</TABLE>
- ---------------
* Incorporated herein by reference to the Company's Registration Statement
on Form S-1, No. 333-27239.
<PAGE> 1
EXHIBIT 5.1
<PAGE> 2
EXHIBIT 5.1
PITNEY, HARDIN, KIPP & SZUCH
P.O. BOX 1945
MORRISTOWN, NEW JERSEY 07962-1945
May 29, 1997
Linens 'n Things, Inc.
6 Brighton Road
Clifton, New Jersey 07015
We have acted as counsel to Linens 'n Things, Inc. (the "Company") in
connection with the Company's Registration Statement on Form S-1 (the
"Abbreviated Registration Statement") filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Act"), for
the registration of an additional 267,758 shares of common stock, par value
$0.01 per share (the "Shares"). The Shares are to be purchased by an
underwriting syndicate co-led by Credit Suisse First Boston Corporation and
Donaldson, Lufkin & Jenrette Securities Corporation and offered for sale to the
public together with shares of the same class of common stock registered
pursuant to the Company's Registration Statement on Form S-1 (No. 333-27239),
which was declared effective today (the "Initial Registration Statement").
We have examined originals, or copies certified or otherwise identified
to our satisfaction, of the Amended and Restated 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, it is our opinion that when, as and if the
Abbreviated Registration Statement shall have become effective pursuant to the
provisions of the Act, and the Shares shall have been delivered by the Selling
Stockholder identified in, and sold in accordance with the form of Underwriting
Agreement which is an Exhibit to, the Initial Registration Statement which has
been incorporated by reference into the Abbreviated Registration Statement, the
Shares will be legally issued, fully paid and non-assessable.
The foregoing opinion is limited to the laws of the State of Delaware.
We are expressing no opinion as to the effect of the laws of any other
jurisdiction.
We hereby consent to the use of this opinion as an Exhibit to the
Abbreviated Registration Statement and to the reference to this firm under the
heading "Legal Matters" in the Prospectus included in the Initial Registration
Statement which has been incorporated by reference into the Abbreviated
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
--------------------------------
Pitney, Hardin, Kipp & Szuch
<PAGE> 1
EXHIBIT 23.2
<PAGE> 2
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Linens 'n Things, Inc.
6 Brighton Road
Clifton, New Jersey 07015
The Board of Directors
Linens 'n Things, Inc.:
We consent to the incorporation by reference in this Registration Statement
of our report and the reference to our firm under the headings "Selected
Financial and Operating Data" and "Experts" appearing in the Prospectus which is
part of Registration Statement No. 333-27239, as amended, which is incorporated
by reference into this Registration Statement filed pursuant to Rule 462 of the
Securities Act of 1933.
/s/ KPMG PEAT MARWICK LLP
New York, New York
May 29, 1997
