-----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, DICBMhg0tFkWXCPboJ9EDSfz3IQPNgsWNGAS16Hk8LoW+YSRGws9tsfsyW+7xZyV WgAn3/lMgC/fCKX4PdZhwQ== 0000950123-02-006277.txt : 20020618 0000950123-02-006277.hdr.sgml : 20020618 20020618080424 ACCESSION NUMBER: 0000950123-02-006277 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020618 EFFECTIVENESS DATE: 20020618 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-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-90668 FILM NUMBER: 02681048 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-3MEF 1 y60417mfsv3mef.txt FILED PURSUANT TO RULE 462(B) AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 2002 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 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 Incorporation or (I.R.S. Employer Identification Number) Organization)
6 BRIGHTON ROAD CLIFTON, NEW JERSEY 07015 (973) 778-1300 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) WILLIAM T. GILES SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER LINENS 'N THINGS, INC. 6 BRIGHTON ROAD CLIFTON, NEW JERSEY 07015 (973) 778-1300 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) WITH COPIES TO: WARREN J. CASEY, ESQ. MORTON A. PIERCE, ESQ. PITNEY, HARDIN, KIPP & SZUCH LLP DEWEY BALLANTINE LLP P.O. BOX 1945 1301 AVENUE OF THE AMERICAS MORRISTOWN, NEW JERSEY 07962-1945 NEW YORK, NEW YORK 10019 (973) 966-6300 (212) 259-8000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans please check the following box: [ ] 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, other than securities offered only in connection with dividend or interest reinvestment plans, 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] 333-89250 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 for the same offering: [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: [ ] CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF TO BE OFFERING PRICE AGGREGATE REGISTRATION SHARES TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE FEE - -------------------------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value... 404,170 $30.90 $12,488,853 $1,149 - -------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------
(1) Includes 52,718 shares that underwriters have the option to purchase to cover over-allotments. --------------------- THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This registration statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, solely to register additional shares of common stock, par value $0.01 per share, of Linens 'n Things, Inc., a Delaware corporation. The contents of an earlier effective registration statement on Form S-3 (No. 333-89250) filed by Linens 'n Things pursuant to the Securities Act of 1933, as amended, and declared effective on June 17, 2002, are hereby incorporated by reference in this registration statement. CERTIFICATION We hereby certify to the Commission that we have instructed our bank to pay the Commission the filing fee of $1,149 for the additional securities being registered under this registration statement as soon as practicable (but in any event no later than the close of business on June 18, 2002); that we will not revoke such instructions; that we have sufficient funds in the relevant account to cover the amount of the filing fee; and that we undertake to confirm receipt of such instructions by the bank on June 18, 2002. PART II Information not required in Prospectus ITEM 16. EXHIBITS Reference is made to the attached Exhibit Index. 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-3 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 17th day of June, 2002. LINENS 'N THINGS, INC. By: /s/ NORMAN AXELROD ------------------------------------ Norman Axelrod Chairman and Chief Executive Officer (Principal Executive Officer) By: /s/ WILLIAM T. GILES ------------------------------------ William T. Giles Senior Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
NAME TITLE DATE ---- ----- ---- By: /s/ NORMAN AXELROD Chairman and Chief Executive Officer June 17, 2002 ----------------------------------------- Norman Axelrod By: * Director June 17, 2002 ----------------------------------------- Philip E. Beekman By: * Director June 17, 2002 ----------------------------------------- Harold F. Compton By: * Director June 17, 2002 ----------------------------------------- Stanley P. Goldstein By: * Director June 17, 2002 ----------------------------------------- Morton E. Handel By: /s/ WILLIAM T. GILES Senior Vice President, Chief Financial June 17, 2002 ----------------------------------------- Officer (Principal Financial Officer William T. Giles and Principal Accounting Officer)
- --------------- * Signed by William T. Giles as attorney-in-fact. EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT - ------- ------- 5 Opinion of Pitney, Hardin, Kipp & Szuch LLP 23.1 Consent of KPMG LLP 23.2 Consent of Pitney, Hardin, Kipp & Szuch LLP (contained in Exhibit 5) 24* Power of Attorney
- --------------- * Previously filed on Form S-3 (Registration No. 333-89250). EX-5 3 y60417mfexv5.txt OPINION OF PITNEY HARDIN KIPP & SZUCH LLP EXHIBIT 5 PITNEY, HARDIN, KIPP & SZUCH LLP P.O. BOX 1945 MORRISTOWN, NEW JERSEY 07962-1945 June 17, 2002 Linens 'n Things, Inc. 6 Brighton Road Clifton, New Jersey 07015 Re: Linens 'n Things, Inc. Registration Statement on Form S-3 dated June 17, 2002 This opinion is furnished to you in connection with the above-referenced registration statement (the "Registration Statement"), filed with the Securities and Exchange Commission under the Securities Act of 1933 (the "Act"), for the registration of 404,170 shares of common stock (the "Securities") of Linens 'n Things, Inc., a Delaware corporation (the "Company") pursuant to Rule 462(b) under the Act. We have acted as counsel for the Company in connection with its proposed issuance and sale of the Securities. For purposes of this opinion, we have examined and relied upon such documents, records, certificates and other instruments as we have deemed necessary. We express no opinion as to federal law or the law of any jurisdiction other than the Delaware General Corporation Law (including, to the extent applicable, Delaware constitutional and case law). Based upon the foregoing, we are of the opinion that the Securities have been duly authorized and, when the Securities have been issued and sold in accordance with the terms of the underwriting agreement to be entered into among the Company and the underwriters, and the Company has received the consideration called for by the underwriting agreement, the Securities will be validly issued, fully paid, and non-assessable. We hereby consent to your filing this opinion as an exhibit to the Registration Statement and to the use of our name therein and in the related prospectus under the caption "Legal Matters." It is understood that this opinion is to be used only in connection with the offer and sale of the Securities while the Registration Statement is in effect. Very truly yours, PITNEY, HARDIN, KIPP & SZUCH LLP EX-23.1 4 y60417mfexv23w1.txt CONSENT OF KPMG LLP EXHIBIT 23.1 INDEPENDENT ACCOUNTANTS' CONSENT The Board of Directors and Shareholders Linens 'n Things, Inc.: We consent to the use of our report dated January 30, 2002, with respect to the consolidated balance sheets of Linens 'n Things, Inc. and Subsidiaries as of December 29, 2001 and December 30, 2000, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the years in the three-year period ended December 29, 2001, incorporated by reference herein, and to the reference to our firm under the heading "Independent Public Accountants" in the prospectus. KPMG LLP New York, New York June 17, 2002 -----END PRIVACY-ENHANCED MESSAGE-----