AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 2, 1998
REGISTRATION NO. 333-____________
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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.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 22-3463939
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
6 BRIGHTON ROAD
CLIFTON, NEW JERSEY 07015
(Address, including Zip Code, of Principal Executive Offices)
LINENS 'N THINGS, INC. DEFERRED COMPENSATION PLAN
(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
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
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With a copy to:
WARREN J. CASEY, ESQ.
PITNEY, HARDIN, KIPP & SZUCH
P.O. BOX 1945
MORRISTOWN, NEW JERSEY 07962
(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)(2) Per Share (3) Offering Price Fee
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Common Stock,
$0.01 Par Value per 200,000 $29.19 $5,838,000 $1,722.21
share
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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 Linens 'n Things, Inc. Deferred Compensation
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) In addition, pursuant to Rule 416(c) under the Securities Act, this
registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the Plan.
(3) 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 May 27, 1998.
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) promulgated
under the Securities Act. Such documents need not be filed with the Securities
and Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
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 31, 1997.
2. The Registrant's Form 8-K, filed on April 15, 1998, reporting
the Registrant's approval of a two-for-one split of its Common
Stock, to be effected in the form of a stock dividend.
3. The Registrant's Quarterly Report on Form 10-Q, filed on May
12, 1998, for the quarter ended March 28, 1998.
4. The Registrant's Form 8-K, filed on May 12, 1998, reporting
the March 31, 1998 amendment to the Registrant's Credit
Agreement dated as of November 20, 1996.
5. 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 pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, 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.
Not applicable.
ITEM 5. Interests of Named Experts and Counsel.
Not applicable.
ITEM 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Act permits the
Registrant to indemnify officers, directors or employees against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement in
connection with legal proceedings "if {as to any officer, director or employee}
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 act or proceeding, had no reasonable cause to believe his conduct was
unlawful," provided that with respect to actions by, or in the right of, the
corporation against, such individuals, indemnification is not permitted as to
any matter as to which such person "shall have been adjudged to be liable to the
corporation, unless, and only to the extent that, the Court of Chancery or the
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." Individuals who are successful in the defense of such action
are entitled to indemnity for such expenses reasonably incurred in connection
therewith.
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.
ITEM 7. Exemption from Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
5 Opinion of Pitney, Hardin, Kipp & Szuch, as to the legality of
the securities being registered.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit 5
hereto).
24 Power of Attorney (included on signature page hereto).
99 Linens 'n Things, Inc. Deferred Compensation Plan.
ITEM 9. Undertakings.
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 the
Registration Statement or any material change to such
information in the Registration Statement.
(b) That, for purposes 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 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.
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 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.
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 2nd day of
June, 1998.
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
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
NORMAN AXELROD
_____________________ June 2, 1998
Norman Axelrod Chairman, Chief Executive
Officer and President
(Principal Executive Officer)
PHILIP E. BEEKMAN
______________________ June 2, 1998
Philip E. Beekman Director
HAROLD F. COMPTON
______________________ June 2, 1998
Harold F. Compton Director
CHARLES C. CONAWAY
_____________________ June 2, 1998
Charles C. Conaway Director
STANLEY P. GOLDSTEIN
______________________ June 2, 1998
Stanley P. Goldstein Director
WILLIAM T. GILES
______________________ June 2, 1998
William T. Giles Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
Pursuant to the requirements of the Securities Act, the administrative
committee of the Plan 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 2nd day of June, 1998.
LINENS 'N THINGS, INC. DEFERRED
COMPENSATION PLAN
(Plan)
STANLEY P. GOLDSTEIN
By: _________________________
Stanley P. Goldstein
Chairman of the Compensation
Committee
INDEX TO EXHIBITS
Exhibit No. Description
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5 Opinion of Pitney, Hardin, Kipp & Szuch.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit 5
hereto).
24 Power of Attorney (included on signature page hereto).
99 Linens 'n Things, Inc. Deferred Compensation Plan.