<PAGE>
As filed with the Commission on December 4, 1996 File No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
------------
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
BROOKSTONE, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1182895
- ------------------------------- ----------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
17 Riverside Street
Nashua, New Hampshire 03062
- -------------------------------------------------------------------------------
(Address of principal executive offices, including zip code)
1996 DIRECTORS' STOCK OPTION PLAN
---------------------------------
(Full title of the plan)
Michael A. O'Hara
Brookstone, Inc.
17 Riverside Street
Nashua, new Hampshire 03062
(603) 880-9500
- -------------------------------------------------------------------------------
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------
Title of Amount Proposed Proposed Amount of
Securities to be maximum maximum registration
to be registered offering aggregate fee/(2)/
registered price per offering
share/(1)/ price/(1)/
- --------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 150,000 $10.11 $1,516,250 $459.47
par value $0.001
- --------------------------------------------------------------------
</TABLE>
/(1)/ Of the 150,000 shares of Common Stock, par value $0.001 per share,
registered hereunder, 40,000 are subject to outstanding options at an exercise
price of $10.75 per share. The offering price for the remaining 110,000 shares
not subject to outstanding options has been estimated solely for the purpose of
determining the registration fee pursuant to Rule 457(h) on the basis of the
average of the high and low prices of Brookstone, Inc. Common Stock, par value
$0.001, reported on the Nasdaq National Market System on December 3, 1996.
/(2)/ The registration fee consists of (a) $130.30 payable in respect of 40,000
shares subject to options at an exercise price of $10.75 plus (b) $329.17
payable in respect of 110,000 shares at an assumed price of $9.875 per share
not yet subject to outstanding options on the date hereof.
Exhibit Index on Page 7.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The Registrant hereby incorporates the following documents herein by
reference:
(a) The Registrant's Annual Report on Form 10-K filed with the
Securities and Exchange Commission (the "Commission") on May 1, 1996.
(b) All reports filed pursuant to Section 13(a) or 15(d) of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year covered by the Annual Report on
Form 10-K.
(c) The description of the Common Stock of the Registrant contained in
the Registration Statement on Form S-1 originally filed with the
Commission on April 10, 1992 (File No. 33-47123) under the
Securities Act of 1933, as amended, under the caption "Description
of Capital Stock" incorporated by reference into the Registrant's
Registration Statement on Form 8-A filed with the Commission on
March 22, 1993 under Section 12 of the Securities Exchange.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15 of the Exchange Act prior to the filing of a post-effective
amendment to this Registration Statement that indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold shall be deemed incorporated herein by reference from the date of
filing of such documents.
Item 4. Description of Securities.
--------------------------
Not required.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
No material interests.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Section 145 of the General Corporation Law of the State of Delaware,
as amended, provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another enterprise, against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if 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 action or
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<PAGE>
proceeding, had no reasonable cause to believe his conduct was unlawful. Section
145 further provides that a corporation similarly may indemnify any such person
serving in any such capacity who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor, against expenses actually
and reasonably incurred in connection with the defense or settlement of such
action or suit if 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 except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or such other
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.
Section 102(b) (7) of the General Corporation Law of the State of
Delaware, as amended, permits a corporation to include in its certificate of
incorporation a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware (relating to unlawful payment of dividends and unlawful
stock purchase and redemption) or (iv) for any transaction from which the
director derived an improper personal benefit.
The Registrant's Restated Certificate of Incorporation provides that
the Company's directors shall not be liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent that exculpation from liabilities is not permitted under
the General Corporation Law of the State of Delaware as in effect at the time
such liability is determined. The Restated Certificate of Incorporation further
provides that the registrant shall indemnify its directors and officers to the
full extent permitted by the laws of the State of Delaware.
The Company also maintains directors' and officers' liability
insurance with a limit of $5,000,000.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
Item 8. Exhibits.
---------
Exhibit
5. Opinion of Ropes & Gray.
10.1 1996 Directors Stock Option Plan (Incorporated by reference to
Exhibit A of Proxy Statement accompanying the Registrant's
submission of Schedule 14A filed with the Commission on May
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<PAGE>
1, 1996).
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Ropes & Gray (contained in the opinion filed as
Exhibit 5 to this registration statement).
24. Powers of Attorney.
Item 9. Undertakings
------------
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement (i)
to include any prospectus required by Section 10(a)(3) of the
Securities Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement and (iii) 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; provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) shall not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference
in the Registration Statement;
(2) 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 in the initial bona fide offering thereof; and
(3) 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.
(b) 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 Section
15(d) of the exchange Act that is incorporated by reference in the
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.
(c) 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 Commission such indemnification is against public
policy as expressed
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<PAGE>
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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing Form S-8 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
Nashua, New Hampshire, on this 2nd day of December, 1996.
BROOKSTONE, INC.
By: /s/Michael F. Anthony
---------------------------------
Michael F. Anthony
Director, President and Chief Executive
Officer and Acting Principal Financial
and Accounting Officer.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* Chairman of the Board of Directors
- ---------------------------
Merwin F. Kaminstein
* President and Chief Executive Officer,
- --------------------------- Director (Principal Executive Officer and Acting
Michael F. Anthony Principal Financial Accounting Officer)
* Director
- ---------------------------
Mone Anathan, III
* Director
- ---------------------------
Michael L. Glazer
* Director
- ---------------------------
Adam Kirsch
* Director
- ---------------------------
Robert F. White
*By: /s/Michael F. Anthony
------------------------------
For himself in the capacities
indicated above and as
attorney-in-fact
Date: December 2, 1996
</TABLE>
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Title of Exhibit PAGE
- ------ ---------------- ----
<S> <C> <C>
5. Opinion of Ropes & Gray. 8
10.1 1996 Directors Stock Option Plan (Incorporated -
by reference to Exhibit A of Proxy Statement
accompanying the Registrant's submission of
Schedule 14A filed with the Commission on
May 1, 1996).
23.1 Consent of Price Waterhouse LLP. 9
23.2 Consent of Ropes & Gray (contained in the -
opinion filed as Exhibit 5 to this
registration statement).
24. Powers of Attorney. 10
</TABLE>
<PAGE>
Exhibit 5
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2624
(617) 951-7000
FAX: (617) 951-7050
December 4, 1996
Brookstone, Inc.
17 Riverside Street
Nashua, NH 03062
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8 (the "Registration Statement"), filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, on or
about the date hereof for the registration of 150,000 shares of Common Stock,
$.001 par value (the "Shares"), of Brookstone, Inc., a Delaware corporation (the
"Company"). The Shares are issuable under the Company's 1996 Directors' Stock
Option Plan (the "Plan").
We are familiar with the actions taken by the Company in connection with
the Plan. For purposes of our opinion, we have examined and relied upon such
documents, records, certificates and other instruments as we have deemed
necessary.
Based on the foregoing, we are of the opinion that, when the Shares have
been issued and sold and consideration received therefor by the Company in
accordance with the terms of the Plan, the Shares will be validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
It is understood that this opinion is to be used only in connection with
the offer and sale of Shares while the Registration Statement is in effect.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
<PAGE>
Exhibit 23.1
[LETTERHEAD OF PRICE WATERHOUSE APPEARS HERE]
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (No. 33- ) of our report dated March 27, 1996,
which appears on page 32 of the 1995 Annual Report to Shareholders of
Brookstone, Inc., which is incorporated by reference in Brookstone Inc.'s Annual
Report on Form 10-K for the year ended February 3, 1996.
/s/ Price Waterhouse LLP
Boston, Massachusetts
December 4, 1996
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and
directors of Brookstone, Inc., a Delaware corporation (the "Company"), hereby
constitute and appoint Merwin F. Kaminstein, Michael F. Anthony and Michael A.
O'Hara and each of them severally his true and lawful attorneys-in-fact and
agents, with full power of substitution, to execute in his name, place and
stead, in his capacity as an officer or director or both, as the case may be, of
the Company, in the name and on behalf of and for the benefit of the
undersigned, any and all instruments which the said attorneys or attorney may
deem necessary or advisable to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations, and requirements of the
Securities and Exchange Commission ("SEC") in respect thereof in connection with
the registration under said Act of shares of its Common Stock, $.001 par value,
to be offered by the Company under its 1996 Directors' Stock Option Plan
pursuant to its Registration Statement of Form S-8, and specifically, but
without limiting the generality of the foregoing, the power and authority to
sign the name of the undersigned, in the capacity or capacities indicated below,
to the Registration Statement on Form S-8 filed or to be filed with the SEC in
respect to said shares, to any and all amendments including the any post-
effective amendments to the Registration Statements, and to any and all
instruments or documents necessary or incidental to or filed in connection with
the said Registration Statement or the said amendments thereto, and to file the
same with the SEC, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each of said acts and every other act requisite,
necessary, expedient or appropriate to be done in and about or concerning the
premises, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof in, about or concerning the premises or any part thereof, and
the execution of any documents by said attorneys or any of them pursuant hereto
shall be conclusive evidence that the instruments so executed are authorized to
be executed pursuant to this Power of Attorney.
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/Michael F. Anthony President and Chief Executive Officer, Director
- --------------------------- (Principal Executive Officer)
Michael F. Anthony
/s/Merwin F. Kaminstein Chairman of the Board of Directors
- ---------------------------
Merwin F. Kaminstein
/s/Michael F. Anthony Acting Principal Financial and
- --------------------------- Accounting Officer
Michael F. Anthony
/s/Mone Anathan, III Director
- ---------------------------
Mone Anathan, III
/s/Michael L. Glazer Director
- ---------------------------
Michael L. Glazer
/s/Adam Kirsch Director
- ---------------------------
Adam Kirsch
/s/Robert F. White Director
- ---------------------------
Robert F. White
</TABLE>
