S-8 POS 1 0001.txt AMENDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on August 2, 2000 Registration No. 333-26827 ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO 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. 1996 INCENTIVE 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 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 Per Share Offering Price Fee -------------------------- ----------------------- ------------------------ ----------------------- ----------------------- N/A* N/A* N/A* N/A* N/A* -------------------------- ----------------------- ------------------------ ----------------------- -----------------------
--------------------- * This Amendment is to deregister certain shares and plan interests under the 1996 Incentive Compensation Plan. POST-EFFECTIVE AMENDMENT The Registrant is filing this post-effective amendment to deregister certain securities and plan interests pursuant to the Registration Statement on Form S-8 (Registration No. 333-26827), originally filed with the Commission on May 9, 1997. A total of 2,312,132 shares were registered under the Registrant's 1996 Incentive Compensation Plan (the "Plan"). Subsequently, on April 14, 1998, the Company effected a two-for-one stock split. On May 10, 2000, the shareholders of the Registrant approved the adoption of the Registrant's 2000 Stock Award and Incentive Plan (the "2000 Plan"). The 2000 Plan replaces both the Plan and the Registrant's 1996 Non-Employee Director Stock Plan (collectively, the "Preexisting Plans"). No future awards will be made under either of the Preexisting Plans (although outstanding awards under each of the Preexisting Plans will continue to be in effect under the 2000 Plan). In addition, an aggregate of approximately 300,000 shares (estimated) will be available for issuance from the termination, forfeiture or cancellation of currently outstanding awards issued under the Preexisting Plans, which shares upon any such termination, forfeiture or cancellation will become available for future issuance under the 2000 Plan. At the time of termination of the Plan, 129,446 shares were available for future issuance under the Plan. These 129,446 shares are hereby deregistered. 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 31st day of July, 2000. 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 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 --------- ----- ---- NORMAN AXELROD _____________________ July 31, 2000 Norman Axelrod Chairman, Chief Executive Officer and President (Principal Executive Officer) PHILIP E. BEEKMAN ______________________ July 31, 2000 Philip E. Beekman Director HAROLD F. COMPTON ______________________ July 19, 2000 Harold F. Compton Director STANLEY P. GOLDSTEIN _____________________ July 31, 2000 Stanley P. Goldstein Director MORTON E. HANDEL ______________________ July 19, 2000 Morton E. Handel Director WILLIAM T. GILES ______________________ July 31, 2000 William T. Giles Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)