-----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, OJ9AW0Po19ZHAAPEhowzsWKiFzo+tk3aRi4qGe7lB+ifg4klIC3wZFBPik9t8Vbi y2V/U8lCIO3PTK3U8NqoiQ== 0000927796-99-000138.txt : 19990507 0000927796-99-000138.hdr.sgml : 19990507 ACCESSION NUMBER: 0000927796-99-000138 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990430 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990506 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12381 FILM NUMBER: 99612329 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 8-K 1 CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) April 30, 1999 --------------------- LINENS 'N THINGS, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-12381 22-3463939 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 6 Brighton Road, Clifton, New Jersey 07015 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (973) 778-1300 ------------------- Inapplicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) INFORMATION TO BE INCLUDED IN THE REPORT Item 5. Other Events. Certificate of Amendment. Linens 'n Things, Inc. (the "Company") executed a Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company on April 21, 1999 (the "Certificate of Amendment"), increasing the number of authorized shares of Common Stock of the Company, par value $0.01 per share, from 60,000,000 to 135,000,000. The Certificate of Amendment was filed with the Secretary of State of Delaware on April 30, 1999. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. Exhibit 3.4 Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Linens 'n Things, Inc., dated April 21, 1999 and filed with the Secretary of State of Delaware on April 30, 1999. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LINENS 'N THINGS, INC. WILLIAM T. GILES Dated: May 5, 1999 By: _______________________________ William T. Giles Chief Financial Officer EXHIBIT INDEX Exhibit 3.4 Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Linens 'n Things, Inc., dated April 21, 1999 and filed with the Secretary of State of Delaware on April 30, 1999. EX-3.(I) 2 EX. 3.4-CERTIFICATE OF AMENDMENT CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LINENS 'N THINGS, INC. (Pursuant to Section 242 of the Delaware General Corporation Law) The undersigned hereby certify the following: 1. The name of the corporation is LINENS 'N THINGS, INC. 2. The original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on September 10, 1996. The Amended and Restated Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on November 27, 1996. 3. Paragraph (a) of Article FOURTH of the Amended and Restated Certificate of Incorporation is amended as follows to increase the number of shares from the presently authorized 60,000,000 shares of Common Stock, par value $.01 per share, to 135,000,000 shares of Common Stock, par value $.01 per share. The 1,000,000 shares of Preferred Stock, par value $.01, shall remain unchanged: (a) The total number of shares of stock which the Corporation shall have authority to issue is 136,000,000, consisting of 135,000,000 shares of Common Stock, par value $.01 per share (the "Common Stock"), and 1,000,000 shares of Preferred Stock, par value $.01 per share (the "Preferred Stock"). 4. The amendment of the Amended and Restated Certificate of Incorporation was authorized first by vote of the Board of Directors of the corporation and then by vote of the holders of a majority of all outstanding shares entitled to vote thereon. IN WITNESS WHEREOF, we have subscribed this document on April 21, 1999, and do hereby affirm, under the penalties of perjury, that the statements contained herein have been examined by us and are true and correct. NORMAN AXELROD ------------------------------------- Norman Axelrod, Chairman of the Board, President and Chief Executive Officer BRIAN D. SILVA ------------------------------------- Brian D. Silva, Secretary -----END PRIVACY-ENHANCED MESSAGE-----