Registration No. ___-______
As filed with the Securities and Exchange Commission on October 20, 1997
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, Massachusetts 02151
(Address of Principal Executive Offices)
Trend-Lines Employee Stock Purchase Plan
(Full title of the Plan)
Stanley D. Black
Chairman
TREND-LINES, INC.
135 American Legion Highway
Revere, Massachusetts 02151
617-853-0900
(Name, Address and Telephone Number of Agent for Service)
Copies of all communications to:
David A. Garbus, Esq.
ROBINSON & COLE LLP
One Boston Place
Boston, Massachusetts 02108-4404
Telephone: 617-557-5900
CALCULATION OF REGISTRATION FEE
Title of Maximum Proposed Proposed Amount of
Securities Amount Maximum Maximum Registration
to be to be Offering Aggregate Fee (2)
Registered Registered Price Per Offering
(1) Share Price
Class A 250,000 $8.25 $2,062,500 $711.21
Common Stock,
$.01
par value
TOTAL 250,000 shs. $2,062,500 $711.21
(1) In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
(2) Amount of Registration Fee was calculated pursuant to
Section 6(b) of the Securities Act of 1933, which states that
the fee shall be "one-twenty ninth of one percentum of the
maximum aggregate price at which such securities are proposed."
(3) Estimated in accordance with Rule 457(h) under the
Securities Act solely for the purpose of calculating the
registration fee based upon the average of the last reported
sale price of the Company's Common Stock as reported on the
Nasdaq National Market on October 15, 1997.
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 March 1, 1997 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 March 1, 1997.
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 Description
No.
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 31,
1997).
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 31,
1997).
4.3 Trend-Lines Employee Stock Purchase Plan.
4.4* Form of Class A Common stock certificate (incorporated
by reference to the Company's Registration Statement
on Form S-1 (Commission File No. 33-78772).
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. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
and of the estimated maximum offering range may
be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price
represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective 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 of 1933, 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
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.
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, Commonwealth of Massachusetts, on this 20th day of
October, 1997.
TREND-LINES, INC.
By: /s/ Stanley D. Black
Stanley D. Black
Chairman of Board of Directors and Chief Executive Officer
Principal Executive Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Compensation and Stock Option Committee of the Board of Directors
of the Company have 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 20th day of October, 1997.
TREND-LINES EMPLOYEE STOCK PURCHASE PLAN
By: Compensation and Stock Option Committee, Plan Administrator
By: /s/ Ronald L. Franklin
Ronald L. Franklin, Vice President, Finance
Duly Authorized
POWER OF ATTORNEY
Each of the officers and directors of Trend-Lines, Inc. whose
signature appears below hereby constitutes and appoints Stanley
D. Black and Karl P. Sniady, and each of them, their true and
lawful attorneys-in-fact and agents with full power of
substitution, each 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 attorneys-in-fact and
agents, or their 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 October 20, 1997.
Signature Title
/s/ Stanley D. Black Chairman, Chief Executive Officer
and Director
(Principal Executive Officer)
/s/ Karl P. Sniady Executive Vice President, Finance and
Karl P. Sniady Chief Financial Officer and Director
(Principal Financial and
Accounting Officer)
/s/ Ronald L. Franklin Director
Ronald L. Franklin
/s/ Richard Griner President, Chief Operating Officer and
Richard Griner Director
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
31, 1997).
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 31,
1997).
4.3 Trend-Lines Employee Stock
Purchase Plan.
4.4* Form of Class A common stock
certificate (incorporated by
reference to the Company's
Registration Statement on Form S-
1 (Commission File No. 33-78772).
5 Opinion of Robinson & Cole LLP
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