-----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, WAaag7Dv8i2QmqSxhVTHPucNEcRn72TydmOKgwD1PLVXYZCRL3HnkNvUDLlqr/fQ TxLRONlGXzShsSK8QCGgZQ== 0000950123-97-004724.txt : 19970602 0000950123-97-004724.hdr.sgml : 19970602 ACCESSION NUMBER: 0000950123-97-004724 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 3 333-27239 FILED AS OF DATE: 19970529 EFFECTIVENESS DATE: 19970529 SROS: NONE 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: S-1MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-28049 FILM NUMBER: 97616452 BUSINESS ADDRESS: STREET 1: 6 BRIGHTON RD CITY: CLIFTON STATE: NJ ZIP: 07015 BUSINESS PHONE: 2017781300 MAIL ADDRESS: STREET 1: 6 BRIGHTON RD CITY: CLIFTON STATE: NJ ZIP: 07015 S-1MEF 1 FILING FOR ADDITIONAL STOCK 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 29, 1997 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ LINENS 'N THINGS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 5700 22-3463939 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
6 BRIGHTON ROAD CLIFTON, NEW JERSEY 07015 (201) 778-1300 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ NORMAN AXELROD CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER AND PRESIDENT 6 BRIGHTON ROAD CLIFTON, NEW JERSEY 07015 (201) 778-1300 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ COPIES TO: WARREN J. CASEY, ESQ. ROGER H. KIMMEL, ESQ. PITNEY, HARDIN, KIPP & SZUCH LATHAM & WATKINS 200 CAMPUS DR. 53RD AT THIRD, SUITE 1000 POST OFFICE BOX 1945 885 THIRD AVENUE MORRISTOWN, N.J. 07962-1945 NEW YORK, N.Y. 10022 (201) 966-6300 (212) 906-1200
------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-27239 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ] ------------------------ CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TITLE OF EACH CLASS AMOUNT AMOUNT OF SECURITIES TO BE OFFERING PRICE AGGREGATE OF REGISTRATION TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE - ----------------------------------------------------------------------------------------------------------- Common Stock........................... 267,758 $24.50 $6,560,071 $1,988 ===========================================================================================================
================================================================================ THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 2 INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-1, FILE NO. 333-27239 Linens 'n Things, Inc. (the "Company") hereby incorporates by reference into this Registration Statement on Form S-1 in its entirety the Registration Statement on Form S-1 (File No. 333-27239), as amended by Amendment No. 1 to the Registration Statement on Form S-1, declared effective on May 29, 1997 by the Securities and Exchange Commission (the "Commission"), including each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated by reference therein. 2 3 EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------ ----------------------------------------------------------------------------------- 5.1 Opinion of Pitney, Hardin, Kipp & Szuch 23.1 Consent of Pitney, Hardin, Kipp & Szuch (incorporated in Exhibit 5.1) 23.2 Consent of KPMG Peat Marwick LLP 24 Powers of Attorney*
- --------------- * Incorporated herein by reference to the Company's Registration Statement on Form S-1, No. 333-27239. 3 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Linens 'n Things, Inc. 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 the 29th day of May, 1997. LINENS 'N THINGS, INC. By: /s/ NORMAN AXELROD ------------------------------------ Norman Axelrod Chairman of the Board and Chief Executive Officer and President Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities in the dates indicated:
TITLE DATE ------------------------------------------- ------------- /s/ NORMAN AXELROD Chairman of the Board, Chief Executive May 29, 1997 - ----------------------------------- Officer, President and Director (principal Norman Axelrod executive officer) JAMES M. TOMASZEWSKI* Senior Vice President and Chief May 29, 1997 - ----------------------------------- Administrative Officer (principal financial James M. Tomaszewski and accounting officer) WILLIAM T. GILES* Vice President of Finance, Controller May 29, 1997 - ----------------------------------- William T. Giles CHARLES C. CONAWAY* Director May 29, 1997 - ----------------------------------- Charles C. Conaway STANLEY P. GOLDSTEIN* Director May 29, 1997 - ----------------------------------- Stanley P. Goldstein PHILIP E. BEEKMAN* Director May 29, 1997 - ----------------------------------- Philip E. Beekman *By: /s/ NORMAN AXELROD ------------------------------ Attorney-in-fact
4 5 EXHIBIT INDEX
SEQUENTIALLY EXHIBIT NUMBERED NUMBER DESCRIPTION PAGE - ------ -------------------------------------------------------------------------- -------- 5.1 Opinion of Pitney, Hardin, Kipp & Szuch................................... 23.1 Consent of Pitney, Hardin, Kipp & Szuch (incorporated in Exhibit 5.1)..... 23.2 Consent of KPMG Peat Marwick LLP.......................................... 24 Powers of Attorney*.......................................................
- --------------- * Incorporated herein by reference to the Company's Registration Statement on Form S-1, No. 333-27239. EX-5.1 2 OPINION OF PITNEY, HARDIN, KIPP & SZUCH 1 EXHIBIT 5.1 2 EXHIBIT 5.1 PITNEY, HARDIN, KIPP & SZUCH P.O. BOX 1945 MORRISTOWN, NEW JERSEY 07962-1945 May 29, 1997 Linens 'n Things, Inc. 6 Brighton Road Clifton, New Jersey 07015 We have acted as counsel to Linens 'n Things, Inc. (the "Company") in connection with the Company's Registration Statement on Form S-1 (the "Abbreviated Registration Statement") filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Act"), for the registration of an additional 267,758 shares of common stock, par value $0.01 per share (the "Shares"). The Shares are to be purchased by an underwriting syndicate co-led by Credit Suisse First Boston Corporation and Donaldson, Lufkin & Jenrette Securities Corporation and offered for sale to the public together with shares of the same class of common stock registered pursuant to the Company's Registration Statement on Form S-1 (No. 333-27239), which was declared effective today (the "Initial Registration Statement"). We have examined originals, or copies certified or otherwise identified to our satisfaction, of the Amended and Restated Certificate of Incorporation and by-laws of the Company, as currently in effect, and relevant resolutions of the Board of Directors of the Company; and we have examined such other documents as we deemed necessary in order to express the opinion hereinafter set forth. In our examination of such documents and records, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and conformity with the originals of all documents submitted to us as copies. Based on the foregoing, it is our opinion that when, as and if the Abbreviated Registration Statement shall have become effective pursuant to the provisions of the Act, and the Shares shall have been delivered by the Selling Stockholder identified in, and sold in accordance with the form of Underwriting Agreement which is an Exhibit to, the Initial Registration Statement which has been incorporated by reference into the Abbreviated Registration Statement, the Shares will be legally issued, fully paid and non-assessable. The foregoing opinion is limited to the laws of the State of Delaware. We are expressing no opinion as to the effect of the laws of any other jurisdiction. We hereby consent to the use of this opinion as an Exhibit to the Abbreviated Registration Statement and to the reference to this firm under the heading "Legal Matters" in the Prospectus included in the Initial Registration Statement which has been incorporated by reference into the Abbreviated Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act, or the Rules and Regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ PITNEY, HARDIN, KIPP & SZUCH -------------------------------- Pitney, Hardin, Kipp & Szuch EX-23.2 3 CONSENT OF KPMG PEAT MARWICK LLP 1 EXHIBIT 23.2 2 EXHIBIT 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Linens 'n Things, Inc. 6 Brighton Road Clifton, New Jersey 07015 The Board of Directors Linens 'n Things, Inc.: We consent to the incorporation by reference in this Registration Statement of our report and the reference to our firm under the headings "Selected Financial and Operating Data" and "Experts" appearing in the Prospectus which is part of Registration Statement No. 333-27239, as amended, which is incorporated by reference into this Registration Statement filed pursuant to Rule 462 of the Securities Act of 1933. /s/ KPMG PEAT MARWICK LLP New York, New York May 29, 1997 -----END PRIVACY-ENHANCED MESSAGE-----