As filed with the Securities and Exchange Commission on August 2, 2000
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.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 22-3463939
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
6 BRIGHTON ROAD
CLIFTON, NEW JERSEY 07015
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(Address of Principal Executive Offices)
LINENS 'N THINGS, INC. 2000 STOCK AWARD AND INCENTIVE PLAN
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(Full Title of the Plan)
NORMAN AXELROD
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
LINENS 'N THINGS, INC.
6 BRIGHTON ROAD
CLIFTON, NEW JERSEY 07015
(973)778-1300
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(Name, Address and Telephone Number of Agent For Service)
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With a copy to:
WARREN J. CASEY, ESQ.
PITNEY, HARDIN, KIPP & SZUCH LLP
P.O. BOX 1945
MORRISTOWN, NEW JERSEY 07962-1945
(973) 966-6300
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CALCULATION OF REGISTRATION FEE
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Title Of Amount Proposed Maximum Proposed Maximum Amount Of
Securities To To Be Offering Price Aggregate Registration
Be Registered Registered (1)(2)(3) Per Share (4) Offering Price Fee
-------------------------- ----------------------- ------------------------ ----------------------- -----------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 Par Value per share 2,000,000 $30.69 $61,380,000.00 $16,204.32
-------------------------- ----------------------- ------------------------ ----------------------- -----------------------
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(1) Estimated solely for the purpose of calculating the registration
fee based upon the Registrant's current estimate of shares of Common Stock
issuable pursuant to the Linens 'n Things, Inc. 2000 Stock Award and
Incentive Plan (the "Plan"). Also includes, pursuant to Rule 416(b) under
the Securities Act of 1933, as amended (the "Securities Act"), additional
shares of Common Stock that may be issuable pursuant to anti-dilution
provisions of the Plan.
(2) The Registrant previously filed a Registration Statement on Form
S-8 on May 9, 1997 (Registration No. 333-26827) to register shares pursuant
to the Registrant's 1996 Incentive Compensation Plan. This earlier Form S-8
registered 2,312,132 shares for issuance under the 1996 Incentive
Compensation Plan, and subsequently, on April 14, 1998, the Company effected
a two-for-one stock split. There currently are 129,446 shares registered for
issuance under the 1996 Incentive Compensation Plan that have not been
issued. The Registrant paid fees totaling $303.97 to register such unissued
shares.
The Registrant previously filed a Registration Statement on Form S-8 on
May 9, 1997 (Registration No. 333-26819) to register shares pursuant to the
Registrant's 1996 Non-Employee Director Stock Plan. This earlier Form S-8
registered 200,000 shares, prior to the April 14, 1998 two-for-one stock
split. There are currently 310,200 shares registered for issuance under the
1996 Non-Employee Director Stock Plan that have not been issued. The
Registrant paid fees totaling $964.68 to register such unissued shares.
Pursuant to General Instruction E to Form S-8 and to Rule 429(b), the
unissued shares under the 1996 Incentive Compensation Plan and the 1996
Non-Employee Director Stock Plan (collectively, the "Preexisting Plans")
are being carried forward from such earlier registration statements and,
accordingly, the Registrant has offset the registration fee to be paid
herewith by the fees that were paid on May 9, 1997.
The Registrant is concurrently filing a Post-Effective Amendment No. 1
to each of the Registration Statements on Form S-8, registering shares
pursuant to the Preexisting Plans (Registration Nos. 333-26827 and
333-26819, respectively) to deregister the issuance of unissued shares
pursuant to the Preexisting Plans.
(3) In addition to the 2,000,000 shares reserved and available for
issuance under the Plan, an estimated 300,000 shares of Common Stock may
become available for issuance under the Plan upon the termination,
forfeiture or cancellation of any outstanding stock options or other awards
granted under the Preexisting Plans. The Preexisting Plans will be
terminated effective as of the effective date of the Plan.
(4) Estimated solely for the purpose of calculating the registration
fee. Such estimate has been computed in accordance with Rule 457(c) and Rule
457(h) under the Securities Act based on the average high and low prices of
the Registrant's Common Stock as reported on the New York Stock Exchange on
July 26, 2000.
<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). Such
documents need not be filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
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The following documents filed by Linens 'n Things, Inc. (the
"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
January 1, 2000.
2. The Registrant's Quarterly Report on Form 10-Q for the
quarter ended April 1, 2000, filed on May 16, 2000.
3. The Registrant's Form 8-K, filed on March 27, 2000, reporting
the Registrant's adoption of a Supplemental Executive
Retirement Plan and related agreements.
4. The Description of the Registrant's Common Stock contained in
the Registration Statement on Form S-1 (No. 333-27239).
All documents filed by the Registrant after the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), 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.
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Not applicable.
ITEM 5. Interests of Named Experts and Counsel.
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Not applicable.
ITEM 6. Indemnification of Directors and Officers.
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Under Delaware law, directors, officers, employees and other
individuals may be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful. A similar standard of conduct is applicable
in the case of a derivative action, except that indemnification only extends to
expenses (including attorneys' fees) incurred in connection with defense or
settlement of such an action and Delaware law requires court approval before
there can be any indemnification of expenses where the person seeking
indemnification has been found liable to the corporation.
Article Ninth of the Amended and Restated Certificate of Incorporation
of the Registrant requires the Registrant to indemnify directors and officers
against liabilities which they may incur under the circumstances set forth in
the preceding paragraph. The right of indemnification in Article Ninth also
includes the right to be paid by the Registrant the expenses incurred in
connection with a legal proceeding in advance of its final disposition to the
fullest extent authorized by Delaware law. The right to indemnification
conferred under Article Ninth is a contract right.
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. The
underwriting agreement filed as Exhibit 1 to the Registrant's Registration
Statement on Form S-1 (No. 333-27239) provides for indemnification of directors
and officers of the Registrant by the underwriters of the Registrant's offering
against certain liabilities.
ITEM 7. Exemption from Registration Claimed.
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Not applicable.
ITEM 8. Exhibits.
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5 Opinion of Pitney, Hardin, Kipp & Szuch LLP, as to the
legality of the securities being registered.
10.15 Linens 'n Things, Inc. 2000 Stock Award and Incentive Plan.
15 Accountants' Acknowledgement of KPMG LLP.
23.1 Independent Accountants' Consent of KPMG LLP.
23.2 Consent of Pitney, Hardin, Kipp & Szuch LLP (included in
Exhibit 5 hereto).
24 Power of Attorney (included on signature page hereto).
ITEM 9. Undertakings.
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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
this Registration Statement or any material change to such
information in this Registration Statement.
(b) That, for the purpose of determining any liability
under the Securities Act, 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, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange
Act) 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 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 Securities 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 Securities Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 31st day of
July, 2000.
Linens 'n Things, Inc.
(Registrant)
NORMAN AXELROD
By: _________________________
Norman Axelrod
Chairman, Chief Executive Officer
and President
(Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers
and directors of the Registrant hereby severally constitutes and appoints Norman
Axelrod, William T. Giles and Brian D. Silva, and each of them, their true and
lawful attorney-in-fact for the undersigned, in any and all capacities, with
full power of substitution, to sign any and all amendments to this Registration
Statement (including post-effective amendments), and to file the same with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could in person, hereby ratifying and confirming all
that said attorney-in-fact may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
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Signature Title Date
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<S> <C> <C>
NORMAN AXELROD
_____________________ July 31, 2000
Norman Axelrod Chairman, Chief Executive
Officer and President
(Principal Executive Officer)
PHILIP E. BEEKMAN
______________________ July 31, 2000
Philip E. Beekman Director
HAROLD F. COMPTON
______________________ July 19, 2000
Harold F. Compton Director
STANLEY P. GOLDSTEIN
_____________________ July 31, 2000
Stanley P. Goldstein Director
MORTON E. HANDEL
______________________ July 19, 2000
Morton E. Handel Director
WILLIAM T. GILES
______________________ July 31, 2000
William T. Giles Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
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<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
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5 Opinion of Pitney, Hardin, Kipp & Szuch LLP, as to the
legality of the securities being registered.
10.15 Linens 'n Things, Inc. 2000 Stock Award and Incentive Plan.
15 Accountants' Acknowledgement of KPMG LLP.
23.1 Independent Accountants' Consent of KPMG LLP.
23.2 Consent of Pitney, Hardin, Kipp & Szuch LLP (included in
Exhibit 5 hereto).
24 Power of Attorney (included on signature page hereto).
