AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 2002
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LINENS 'N THINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 22-3463939
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Number)
Organization)
6 BRIGHTON ROAD
CLIFTON, NEW JERSEY 07015
(973) 778-1300
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
WILLIAM T. GILES
SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER
LINENS 'N THINGS, INC.
6 BRIGHTON ROAD
CLIFTON, NEW JERSEY 07015
(973) 778-1300
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
WITH COPIES TO:
WARREN J. CASEY, ESQ. MORTON A. PIERCE, ESQ.
PITNEY, HARDIN, KIPP & SZUCH LLP DEWEY BALLANTINE LLP
P.O. BOX 1945 1301 AVENUE OF THE AMERICAS
MORRISTOWN, NEW JERSEY 07962-1945 NEW YORK, NEW YORK 10019
(973) 966-6300 (212) 259-8000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [X] 333-89250
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SHARES TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE FEE
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Common Stock, $0.01 par value... 404,170 $30.90 $12,488,853 $1,149
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(1) Includes 52,718 shares that underwriters have the option to purchase to
cover over-allotments.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This registration statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, solely to register additional shares of
common stock, par value $0.01 per share, of Linens 'n Things, Inc., a Delaware
corporation. The contents of an earlier effective registration statement on Form
S-3 (No. 333-89250) filed by Linens 'n Things pursuant to the Securities Act of
1933, as amended, and declared effective on June 17, 2002, are hereby
incorporated by reference in this registration statement.
CERTIFICATION
We hereby certify to the Commission that we have instructed our bank to pay
the Commission the filing fee of $1,149 for the additional securities being
registered under this registration statement as soon as practicable (but in any
event no later than the close of business on June 18, 2002); that we will not
revoke such instructions; that we have sufficient funds in the relevant account
to cover the amount of the filing fee; and that we undertake to confirm receipt
of such instructions by the bank on June 18, 2002.
PART II
Information not required in Prospectus
ITEM 16. EXHIBITS
Reference is made to the attached Exhibit Index.
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-3 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 17th day of
June, 2002.
LINENS 'N THINGS, INC.
By: /s/ NORMAN AXELROD
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Norman Axelrod
Chairman and Chief Executive Officer
(Principal Executive Officer)
By: /s/ WILLIAM T. GILES
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William T. Giles
Senior Vice President,
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
NAME TITLE DATE
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By: /s/ NORMAN AXELROD Chairman and Chief Executive Officer June 17, 2002
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Norman Axelrod
By: * Director June 17, 2002
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Philip E. Beekman
By: * Director June 17, 2002
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Harold F. Compton
By: * Director June 17, 2002
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Stanley P. Goldstein
By: * Director June 17, 2002
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Morton E. Handel
By: /s/ WILLIAM T. GILES Senior Vice President, Chief Financial June 17, 2002
----------------------------------------- Officer (Principal Financial Officer
William T. Giles and
Principal Accounting Officer)
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* Signed by William T. Giles as attorney-in-fact.
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
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5 Opinion of Pitney, Hardin, Kipp & Szuch LLP
23.1 Consent of KPMG LLP
23.2 Consent of Pitney, Hardin, Kipp & Szuch LLP (contained in
Exhibit 5)
24* Power of Attorney
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* Previously filed on Form S-3 (Registration No. 333-89250).