AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 1999
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. 401(K) 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 75,000 $35.5625 $2,667,187.5 $741.48
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. 401(k) Plan (the
"Plan"). Also includes, pursuant to Rule 416 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 February 1, 1999.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. Plan Information.
Not filed with this Registration Statement.
ITEM 2. Registrant Information and Employee Plan Annual Information.
Not filed with this Registration Statement.
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 Plan's Annual Report on Form 11-K, filed on February
5, 1999, for the year ended December 31, 1997.
3. 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.
4. The Registrant's Quarterly Report on Form 10-Q, filed on
May 12, 1998, for the quarter ended March 28, 1998.
5. 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.
6. The Registrant's Quarterly Report on Form 10-Q, filed on
July 22, 1998, for the quarter ended June 27, 1998.
7. The Registrant's Quarterly Report on Form 10-Q, filed on
November 10, 1998, for the quarter ended September 26,
1998.
8. 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.
(a) 5 Opinion of Pitney, Hardin, Kipp & Szuch, as to the
legality of the securities being registered.
23(a) Consent of KPMG 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. 401(k) Plan.
(b) The undersigned Registrant has submitted the Plan and any
amendments thereto to the Internal Revenue Service (the "IRS") in a timely
manner and will make all changes required by the IRS in order to qualify the
Plan under Section 401 of the Internal Revenue Code of 1986, as amended to date.
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
The Registrant. Pursuant to the requirements of the Securities Act
of 1933, 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 3rd day
of February, 1999.
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
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Norman Axelrod Chairman, Chief Executive Officer February 3, 1999
and President (Principal Executive Officer)
PHILIP H. BEEKMAN
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Philip E. Beekman Director February 3, 1999
HAROLD F. COMPTON
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Harold F. Compton Director February 3, 1999
CHARLES C. CONAWAY
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Charles C. Conaway Director February 3, 1999
STANLEY P. GOLDSTEIN
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Stanley P. Goldstein Director February 3, 1999
WILLIAM T. GILES
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William T. Giles Chief Financial Officer February 3, 1999
(Principal Financial Officer and
Principal Accounting Officer)
The Plan. 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 3rd day of February, 1999.
LINENS 'N THINGS, INC. 401(k) Plan
(Plan)
BRIAN D. SILVA
By: _________________________
Brian D. Silva
Senior Vice President, Human Resources
INDEX TO EXHIBITS
Exhibit No. Description
5 Opinion of Pitney, Hardin, Kipp & Szuch.
23(a) Consent of KPMG 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. 401(k) Plan