As filed with the Securities and Exchange Commission on August 2, 2000
Registration No. 333-26827
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
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. 1996 INCENTIVE COMPENSATION 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 Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
N/A* N/A* N/A* N/A* N/A*
-------------------------- ----------------------- ------------------------ ----------------------- -----------------------
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* This Amendment is to deregister certain shares and plan interests
under the 1996 Incentive Compensation Plan.
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POST-EFFECTIVE AMENDMENT
The Registrant is filing this post-effective amendment to deregister
certain securities and plan interests pursuant to the Registration Statement on
Form S-8 (Registration No. 333-26827), originally filed with the Commission on
May 9, 1997. A total of 2,312,132 shares were registered under the Registrant's
1996 Incentive Compensation Plan (the "Plan"). Subsequently, on April 14, 1998,
the Company effected a two-for-one stock split.
On May 10, 2000, the shareholders of the Registrant approved the
adoption of the Registrant's 2000 Stock Award and Incentive Plan (the "2000
Plan"). The 2000 Plan replaces both the Plan and the Registrant's 1996
Non-Employee Director Stock Plan (collectively, the "Preexisting Plans"). No
future awards will be made under either of the Preexisting Plans (although
outstanding awards under each of the Preexisting Plans will continue to be in
effect under the 2000 Plan).
In addition, an aggregate of approximately 300,000 shares (estimated)
will be available for issuance from the termination, forfeiture or cancellation
of currently outstanding awards issued under the Preexisting Plans, which shares
upon any such termination, forfeiture or cancellation will become available for
future issuance under the 2000 Plan.
At the time of termination of the Plan, 129,446 shares were available
for future issuance under the Plan. These 129,446 shares are hereby
deregistered.
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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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