As filed with the Securities and Exchange Commission on June 14, 2001
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
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 of Principal Executive Offices)
LINENS 'N THINGS, INC. 2000 STOCK AWARD AND INCENTIVE PLAN
(Full Title of the Plan)
BRIAN D. SILVA
SENIOR VICE PRESIDENT, HUMAN RESOURCES AND CORPORATE SECRETARY
LINENS 'N THINGS, INC.
6 BRIGHTON ROAD
CLIFTON, NEW JERSEY 07015
(973)778-1300
(Name, Address and Telephone Number of Agent For Service)
----------------------
With a copy to:
WARREN J. CASEY, ESQ.
PITNEY, HARDIN, KIPP & SZUCH LLP
P.O. BOX 1945
MORRISTOWN, NEW JERSEY 07962-1945
(973) 966-6300
CALCULATION OF REGISTRATION FEE
========================== ======================= ======================== ======================= =======================
Title Of Amount Proposed Maximum Proposed Maximum Amount Of
Securities To To Be Offering Price Aggregate Registration
Be Registered Registered (1) Per Share (2) Offering Price (2) Fee
-------------------------- ----------------------- ------------------------ ----------------------- -----------------------
Common Stock,
$0.01 Par Value per share 700,000 $26.145 $18,301,500 $4,575.38
-------------------------- ----------------------- ------------------------ ----------------------- -----------------------
(1) Estimated solely for the purpose of calculating the
registration fee based upon the Registrant's current estimate of shares of
Common Stock which will be acquired, on the open market, by the trustee under
the Linens 'n Things, Inc. Rabbi Trust for the purpose of satisfying the "cash"
portion of certain performance awards made pursuant to paragraph 7 of the Linens
'n Things, Inc. 2000 Stock Award and Incentive 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) 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 June 13, 2001.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
---------------------------------------
This Form S-8 is filed with the Securities and Exchange Commission
("Commission") pursuant to General Instruction E to Form S-8. The contents of
the Registration Statement on Form S-8 (File No. 333-42874) filed with the
Commission on August 2, 2000 is incorporated herein by reference.
The additional shares being registered pursuant to this Form S-8
constitute shares of Linens 'n Things, Inc. ("LNT") common stock which will be
acquired on the open market by the trustee of the Linens 'n Things, Inc. Rabbi
Trust (the "LNT Rabbi Trust"), using the "cash" portion of certain incentive
performance awards made and to be made pursuant to Paragraph 7 of the Linens 'n
Things, Inc. 2000 Stock Award and Incentive Plan (the "Plan"). Such shares when
so acquired on the open market by the trustee of the LNT Rabbi Trust will be
held in trust subject to vesting and distributions as determined by the
Compensation Committee in connection with such incentive performance awards.
No original issuance shares are to be used herewith. Only shares
acquired in open market purchases by the independent trustee will be funded in
to the LNT Rabbi Trust as referred to above.
The following documents filed by LNT 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 30, 2000 filed on March 29, 2001.
2. The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2001, filed on May 14, 2001.
3. The Description of the Registrant's Common Stock contained
in the Registration Statement on Form S-1 (No. 333-27239).
ITEM 8. Exhibits.
--------
15 Acknowledgement of KPMG LLP regarding use of interim
financial information.
23(a) Consent of KPMG LLP.
24 Power of Attorney (included on signature page hereto).
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 thirteenth
day of June, 2001.
Linens 'n Things, Inc.
(Registrant)
BRIAN D. SILVA
By: _________________________
Brian D. Silva
Senior Vice President, Human
Resources and Corporate Secretary
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 Securities and Exchange 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
--------- ----- ----
NORMAL AXELROD
_____________________ June 13, 2001
Norman Axelrod Chairman, Chief Executive
Officer and President
(Principal Executive Officer)
PHILIP E. BEEKMAN
______________________ June 13, 2001
Philip E. Beekman Director
HAROLD F. COMPTON
______________________ June 13, 2001
Harold F. Compton Director
STANLEY P. GOLDSTEIN
______________________ June 13, 2001
Stanley P. Goldstein Director
MORTON E. HANDEL
______________________ June 13, 2001
Morton E. Handel Director
WILLIAM T. GILES
______________________ June 13, 2001
William T. Giles Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
15 Acknowledgement of KPMG LLP regarding use of interim
financial information.
23(a) Consent of KPMG LLP.
24 Power of Attorney (included on signature page hereto).