SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) April 30, 1999
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LINENS 'N THINGS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-12381 22-3463939
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
6 Brighton Road, Clifton, New Jersey 07015
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (973) 778-1300
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Inapplicable
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(Former Name or Former Address, if Changed Since Last Report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
Certificate of Amendment.
Linens 'n Things, Inc. (the "Company") executed a Certificate of
Amendment of the Amended and Restated Certificate of Incorporation of the
Company on April 21, 1999 (the "Certificate of Amendment"), increasing the
number of authorized shares of Common Stock of the Company, par value $0.01 per
share, from 60,000,000 to 135,000,000. The Certificate of Amendment was filed
with the Secretary of State of Delaware on April 30, 1999.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit 3.4 Certificate of Amendment of the Amended and
Restated Certificate of Incorporation of Linens 'n
Things, Inc., dated April 21, 1999 and filed with the
Secretary of State of Delaware on April 30, 1999.
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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.
LINENS 'N THINGS, INC.
WILLIAM T. GILES
Dated: May 5, 1999 By: _______________________________
William T. Giles
Chief Financial Officer
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EXHIBIT INDEX
Exhibit 3.4 Certificate of Amendment of the Amended and
Restated Certificate of Incorporation of Linens 'n
Things, Inc., dated April 21, 1999 and filed with the
Secretary of State of Delaware on April 30, 1999.
CERTIFICATE OF AMENDMENT
OF
THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
LINENS 'N THINGS, INC.
(Pursuant to Section 242 of the Delaware General Corporation Law)
The undersigned hereby certify the following:
1. The name of the corporation is LINENS 'N THINGS, INC.
2. The original Certificate of Incorporation of the corporation was
filed with the Secretary of State of the State of Delaware on September 10,
1996. The Amended and Restated Certificate of Incorporation of the corporation
was filed with the Secretary of State of the State of Delaware on November 27,
1996.
3. Paragraph (a) of Article FOURTH of the Amended and Restated
Certificate of Incorporation is amended as follows to increase the number of
shares from the presently authorized 60,000,000 shares of Common Stock, par
value $.01 per share, to 135,000,000 shares of Common Stock, par value $.01 per
share. The 1,000,000 shares of Preferred Stock, par value $.01, shall remain
unchanged:
(a) The total number of shares of stock which the Corporation
shall have authority to issue is 136,000,000, consisting of
135,000,000 shares of Common Stock, par value $.01 per share
(the "Common Stock"), and 1,000,000 shares of Preferred Stock,
par value $.01 per share (the "Preferred Stock").
4. The amendment of the Amended and Restated Certificate of
Incorporation was authorized first by vote of the Board of Directors of the
corporation and then by vote of the holders of a majority of all outstanding
shares entitled to vote thereon.
IN WITNESS WHEREOF, we have subscribed this document on April 21, 1999,
and do hereby affirm, under the penalties of perjury, that the statements
contained herein have been examined by us and are true and correct.
NORMAN AXELROD
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Norman Axelrod, Chairman of the Board,
President and Chief Executive Officer
BRIAN D. SILVA
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Brian D. Silva, Secretary
