As filed with the Securities and Exchange Commission on June 14, 2001
Registration No. 333-_____
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)
LNT Broad-Based Equity Plan
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(Full Title of the Plan)
BRIAN D. SILVA
SENIOR VICE PRESIDENT, HUMAN RESOURCES AND CORPORATE SECRETARY
LINENS 'N THINGS, INC.
6 BRIGHTON ROAD
CLIFTON, NEW JERSEY 07015
(973)778-1300
(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
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) Per Share (2) Offering Price (2) Fee
-------------------------- ----------------------- ------------------------ ----------------------- -----------------------
Common Stock,
$0.01 Par Value per share 4,000,000 $26.145 $104,580,000 $26,145
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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 LNT Broad-Based Equity 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) 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
June 13, 2001.
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 December 30, 2000, filed on March 29, 2001.
2. The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2001, filed on May 14, 2001.
3. 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 and the LNT Broad-Based Equity
Plan ("Plan") 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.
10.17 LNT Broad-Based Equity Plan.
15 Acknowledgement of KPMG LLP regarding use of
interim financial information.
23(a) Consent of KPMG LLP.
23(b) 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.
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 thirteenth
day of June, 2001.
Linens 'n Things, Inc.
(Registrant)
BRIAN D. SILVA
By: _______________________________
Brian D. Silva
Senior Vice President, Human
Resources and Corporate Secretary
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.
Signature Title Date
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NORMAN AXELROD
_____________________ June 13, 2001
Norman Axelrod Chairman and Chief Executive
Officer (Principal Executive Officer)
PHILIP E. BEEKMAN
______________________ June 13, 2001
Philip E. Beekman Director
HAROLD F. COMPTON
______________________ June 13, 2001
Harold F. Compton Director
STANLEY P. GOLDSTEIN
______________________ June 13, 2001
Stanley P. Goldstein Director
MORTON E. HANDEL
______________________ June 13, 2001
Morton E. Handel Director
WILLIAM T. GILES
______________________ June 13, 2001
William T. Giles Senior Vice President, Chief
Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
INDEX TO EXHIBITS
Exhibit No. Description
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5 Opinion of Pitney, Hardin, Kipp & Szuch LLP.
10.17 LNT Broad-Based Equity Plan.
15 Acknowledgement of KPMG LLP regarding use of
interim financial information.
23(a) Consent of KPMG LLP.
23(b) Consent of Pitney, Hardin, Kipp & Szuch LLP
(included in Exhibit 5 hereto).
24 Power of Attorney (included on signature page
hereto).