-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LqMwdt4fLenxQ7mP4LuQ7K2ozUF0RVTGIhUGT4Xg6Yy2hu9ExJ/iHQUvKS8pGGyd mMAoQ8aGJdGi9eT4VpBDvg== 0000927796-01-500031.txt : 20010615 0000927796-01-500031.hdr.sgml : 20010615 ACCESSION NUMBER: 0000927796-01-500031 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010614 EFFECTIVENESS DATE: 20010614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LINENS N THINGS INC CENTRAL INDEX KEY: 0001023052 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES [5700] IRS NUMBER: 223463939 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-62982 FILM NUMBER: 1660484 BUSINESS ADDRESS: STREET 1: 6 BRIGHTON RD CITY: CLIFTON STATE: NJ ZIP: 07015 BUSINESS PHONE: 9737781300 MAIL ADDRESS: STREET 1: 6 BRIGHTON RD CITY: CLIFTON STATE: NJ ZIP: 07015 S-8 1 form_s-8stop.txt STOCK AWARD PLAN 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). EX-15 2 stopexhibit15.txt Independent Accountants' Acknowledgment Linens 'n Things, Inc. Clifton, New Jersey Board of Directors: Re: June 14, 2001 Registration Statement on Form S-8 for the Linens 'n Things, Inc. 2000 Stock Award and Incentive Plan. With respect to the above referenced registration statement dated June 14, 2001, we acknowledge our awareness of the use therein of our report dated April 18, 2001 related to our review of interim financial information. Pursuant to Rule 436(c) under the Securities Act of 1933, such report is not considered a part of a registration statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of sections 7 and 11 of the Act. KPMG LLP New York, New York June 11, 2001 EX-23 3 stopex23.txt Independent Accountant's Consent The Board of Directors Linens 'n Things, Inc.: We consent to the use of our audit report dated January 31, 2001 on the consolidated financial statements of Linens 'n Things, Inc. and Subsidiaries as of December 30, 2000 and January 1, 2000 and for each of the years in the three-year period ended December 30, 2000 incorporated by reference in this Registration Statement on Form S-8 of the Linens 'n Things, Inc. 2000 Stock Award and Incentive Plan dated June 14, 2001 which report appears in the Company's Annual Report on Form 10-K for the year ended December 30, 2000. New York, New York June 11, 2001 -----END PRIVACY-ENHANCED MESSAGE-----