<PAGE>
As filed with the Commission on March __, 2000 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)
1999 EQUITY INCENTIVE PLAN
--------------------------
(Full title of the plan)
Philip Roizin
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
registered price per offering
share/(1)/ price/(1)/
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------
Common Stock, 425,000 $16.44 $6,987,000.00 $1,844.57
par value $0.001
- -------------------------------------------------------------------------------------------------
</TABLE>
/(1)/ The offering price for the 425,000 shares to be registered 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 March 7, 2000.
Exhibit Index on Page 7.
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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 April 30, 1999.
(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 proceeding, had no reasonable cause to believe his
conduct was unlawful. Section 145 further
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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 $10,000,000.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
Item 8. Exhibits.
---------
Exhibit
4. Brookstone, Inc. 1999 Equity Incentive Plan
(Incorporated by reference to Exhibit A of Proxy
Statement accompanying the Registrant's
submission of Schedule 14A filed with the
Commission on April 30, 1999).
5. Opinion of Ropes & Gray.
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<PAGE>
23.1 Consent of PricewaterhouseCoopers 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 of 1933, (ii) to reflect in
the prospectus any facts or events arising after the
effective date of this 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 this Registration Statement and
(iii) 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; 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 this Registration Statement;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934
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.
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(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 Securities and Exchange Commission such
indemnification is against public policy as expressed 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 7th day of March, 2000.
BROOKSTONE, INC.
By: /s/ Michael F. Anthony
---------------------------
Michael F. Anthony
Chairman of the Board of Directors, President
and Chief Executive 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.
Signature Title
--------- -----
* Chairman of the Board of Directors,
- ----------------------------
Michael F. Anthony President and Chief Executive Officer
(Principal Executive Officer)
/s/ Philip Roizin Executive Vice President, Treasurer
- ----------------------------
Philip Roizin and Secretary
(Principal Financial and 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: March 7, 2000
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Title of Exhibit Page
- ------ ---------------- ----
<S> <C>
4. 1999 Equity Incentive Plan (Incorporated by reference to -
Exhibit A of Proxy Statement accompanying the Registrant's
submission of Schedule 14A filed with the Commission on April
30, 1999).
5. Opinion of Ropes & Gray. 8
23.1 Consent of PricewaterhouseCoopers 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>
7
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EXHIBIT 5
[LETTERHEAD OF ROPES & GRAY APPEARS HERE]
March 8, 2000
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 425,000 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 1999 Equity Incentive
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
8
<PAGE>
EXHIBIT 23.1
[LETTERHEAD OF PRICEWATERSHOUSECOOPERS APPEARS HERE]
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated March 23, 1999 relating to the
financial statements and financial statement schedules of Brookstone, Inc. which
appear in Brookstone's Annual Report on Form 10-K for the year ended January 30,
1999.
PricewaterhouseCoopers LLP
Boston, Massachusetts
March 8, 2000
9
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of Brookstone, Inc., a Delaware corporation (the "Company"), hereby
constitute and appoint Michael F. Anthony and Philip Roizin 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 1999 Equity Incentive 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.
10
