As filed with the Securities and Exchange Commission on January 14, 2000
Registration No. ____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Trend-Lines, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts 04-2722797
(State of Incorporation) (I.R.S.Employer
Identification No.)
135 American Legion Highway
Revere, MA 02151
(Address of Principal Executive Offices)
Trend-Lines, Inc. 401(k) Savings Plan
(Full title of the Plan)
Stanley D. Black
Chairman
Trend-Lines, Inc.
135 American Legion Highway
Revere, MA 02151
(Name, Address and Telephone Number of Agent for Service)
Copies of all communications to:
David A. Garbus, Esq.
ROBINSON & COLE
One Boston Place
Boston, MA 02108-4404
Telephone: 617-557-5900
CALCULATION OF REGISTRATION FEE
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CALCULATION OF REGISTRATION FEE
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Maximum Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Amount to be Offering Price Aggregate Registration Fee
Registered Registered (1) Per Share Offering Price (2) (3)
================================= ======================= ======================= ====================== =======================
Class A Common Stock
Par Value $.01 100,000 $1.45 $145,000 $39.60
================================= ======================= ======================= ====================== =======================
TOTAL 100,000 $1.45 $145,000 $39.60
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(1) 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 employee benefit plan described herein.
(2) The registration fee for shares of Common Stock issuable under the Plan was
estimated pursuant to Rule 457(h) under the Securities Act solely for the
purpose of calculating the registration fee based on the average of the last
reported sale price of the Company's Common Stock as reported in the NASDAQ
National Market System on January 13, 2000.
(3) Amount of registration fee was calculated pursuant to Section 6(b) of the
Securities Act of 1933.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Omitted in accordance with Rule 428 under the Securities Act and the Note to
Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Omitted in accordance with Rule 428 under the Securities Act and the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this Registration Statement the
following documents and information heretofore filed with the Securities and
Exchange Commission:
1. The Annual Report on Form 10-K of Trend-Lines, Inc. (the "Company") for the
fiscal year ended February 27, 1999, filed pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No.
0-24390).
2. All other reports filed by the Company pursuant to Section 13(a) or 15(d) of
the Exchange Act since February 27, 1999.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act on or after the date of this Registration
Statement and 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 shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article 6 of the Registrant's Restated Articles of Organization eliminates the
personal liability of directors to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty to the full extent permitted by
Massachusetts law. Article VII of the Registrant's Restated By-Laws provides
that the Registrant shall indemnify its officers and directors to the full
extent permitted by the Massachusetts Business Corporation Law. Section 67 of
the Massachusetts Business Corporation Law authorizes a corporation to indemnify
directors, officers and employees unless such party has been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that his
action was in the best interest of the corporation or to the extent that such
matter relates to service with respect to an employee benefit plan, in the best
interests of the participants or beneficiaries of such employee benefit plan.
The Registrant also has entered into indemnification agreements with its
directors containing similar substantive provisions. The effect of these
provisions is to permit such indemnification by the Registrant for liabilities
arising under the Securities Act of 1933, as amended (the "Securities Act"). The
Company has purchased directors' and officers' liability insurance to provide
indemnification for its directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
4.1* Revised Articles of Organization of the Company, as amended
incorporated by reference to the Company's Registration Statement
Form S-1 Commission File No. 33-78772) and to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
August 29, 1999).
4.2* Restated By-Laws of the Company, as amended (incorporated by
reference to the Company's Registration Statement on Form S-1
(Commission File 33-78772) and to the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended August 29, 1999).
4.3 Trend-Lines, Inc. 401(k) Savings Plan.
5 Opinion of the Company's Counsel regarding legality.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Robinson & Cole LLP (contained in Exhibit 5).
24 Power of Attorney (filed herewith as part of the signature page).
* Incorporated by reference.
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 the 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 the registration statement;
(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) do not apply
if the information required to be included in the 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 Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.
(2) 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.
(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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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.
(d) The undersigned registrant hereby undertakes that, in lieu of furnishing
exhibits required under Item 601(b)(5) of Regulation S-K, the Company has
previously submitted the Plan to the Internal Revenue Service ("IRS") and has
received a determination letter and will submit all amendments to the Plan to
the IRS in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plan.
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 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 Town of Revere in the Commonwealth of Massachusetts, on this
14th day of January, 2000.
TREND-LINES, INC.
By:/s/ Stanley D. Black
Stanley D. Black
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
Each of the officers and directors of Trend-Lines, Inc. whose signature appears
below hereby constitutes and appoints Stanley D. Black their true and lawful
attorney-in-fact and agent with full power of substitution, with the power to
act alone, to sign and execute on behalf of the undersigned any amendment or
amendments to this Registration Statement (including post-effective amendments),
and to perform any acts necessary to be done in order to file such amendment,
and each of the undersigned does hereby ratify and confirm all that said
attorney-in-fact and agents, or his substitutes, shall do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on January 14, 2000.
Signature Title
/s/ Stanley D. Black Chairman, Chief Executive Officer
Stanley D. Black and Director
(Principal Executive Officer)
/s/ Ronald L. Franklin Director
Ronald L. Franklin
/s/ Richard Griner President, Chief Operating Officer and
Richard Griner Director
Pursuant to the requirements of the Securities Act of 1933, the plan
administrator has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town of Revere,
Commonwealth of Massachusetts, on this day of January 14, 2000.
TREND-LINES, INC. 401(K) SAVINGS PLAN
By: /s/ Kathleen Harris
Plan Administrator
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBIT INDEX
REGISTRATION STATEMENT ON FORM S-8
TREND-LINES, INC.
Exhibit No. Description Page No.
4.1* Revised Articles of Organization of the Company, as amended
(incorporated by reference to the Company's Registration
Statement on Form S-1 (Commission File No.33-78772)
and to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended August 29, 1999.
4.2* Restated By-Laws of the Company, as amended (incorporated
by reference to the Company's Registration Statement on
Form S-1 (Commission File No. 33-78772) and to the
Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended August 29, 1999).
4.3 Trend-Lines, Inc. 401(k) Savings Plan. 10
5 Opinion of the Company's Counsel regarding legality. 81
23.1 Consent of Arthur Andersen LLP. 82
23.2 Consent of Robinson & Cole LLP (contained in Exhibit 5).
24 Power of Attorney (filed herewith as part of the signature page).
* Incorporated by reference.