S-8 POS

As filed with the Securities and Exchange Commission on April 27, 2004

Registration No. 33-63470

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2

TO

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

Brookstone, Inc.

(Exact name of registrant as specified in its charter)

Delaware	06-1182895
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

17 Riverside Street

Nashua, New Hampshire 03062

(Address of principal executive offices, including zip code)

1991 STOCK PURCHASE AND OPTION PLAN

1992 EQUITY INCENTIVE PLAN

1992 EMPLOYEE STOCK PURCHASE PLAN

(Full Title of the Plan)

Philip W. Roizin	David B. Walek
Brookstone, Inc.	Ropes & Gray LLP
17 Riverside Street	One International Place
Nashua, New Hampshire 03062	Boston, Massachusetts 02110
(603) 880-9500	(617) 951-7000

(Name, Address and Telephone Number, including Area Code, of Agents for Service)

INCORPORATION BY REFERENCE

This Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 (the “Post-Effective Amendment No. 2”), filed pursuant to Instruction E of Form S-8, relates to the Registration Statement on Form S-8 (No. 33-63470) of Brookstone, Inc. (the “Registrant” or the “Company”) filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 28, 1993 (the “Registration Statement”). Under the Registration Statement, the Registrant registered 1,578,294 shares of Common Stock, par value $0.001 (the “Common Stock”), to be offered and sold in connection with the Registrant’s 1991 Stock Purchase and Option Plan, 1992 Equity Incentive Plan and 1992 Employee Stock Purchase Plan (the “Plans”). The contents of the Registrant’s Registration Statement on Form S-8 (No. 33-63470) are incorporated by reference in this Post-Effective Amendment No. 2.

POST-EFFECTIVE AMENDMENT NO. 2

On August 19, 2003, the board of directors of the Registrant approved a three-for-two stock split of the Company’s Common Stock, in the form of a stock dividend, to be distributed on September 23, 2003 to all stockholders of record on September 2, 2003 (the “2003 Stock Split”). After giving effect to the 2003 Stock Split, the aggregate number of shares of Common Stock issuable under the Plans increased from 1,578,294 to 2,367,441, as indicated in Post-Effective Amendment No.1 to this Registration Statement filed by the Company with the SEC on September 23, 2003.

On April 8, 2004, the board of directors approved another three-for-two stock split of the Company’s Common Stock, in the form of a stock dividend, to be distributed on April 26, 2004 to all stockholders of record on April 19, 2004 (the “2004 Stock Split”). After giving effect to the 2004 Stock Split, the aggregate number of shares of Common Stock that may be issued under the Plans increases from 2,367,441 to 3,551,162.

The purpose of this Post-Effective Amendment No. 2 is to reflect, in accordance with Rule 416(b) of the Securities Act of 1933, as amended, the change in the amount of securities registered under this Registration Statement, on account of the 2004 Stock Split, from 2,367,441 to 3,551,162.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

5.1	Opinion of Ropes & Gray LLP.
23.1	Consent of PricewaterhouseCoopers LLP.
23.2	Consent of Ropes & Gray LLP (contained in the opinion filed as Exhibit 5.1).

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 2 and has duly caused the Post-Effective Amendment No. 2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashua, New Hampshire, on this 27th day of April, 2004.

BROOKSTONE, INC.
By:	/s/    Michael F. Anthony
	Name:	Michael F. Anthony
	Title:	Chairman of the Board of Directors, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 has been signed below by the following persons in the capacities indicated.

Signature	Capacity
* Michael F. Anthony	Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer)
/s/    Philip W. Roizin Philip W. Roizin	Executive Vice President, Treasurer and Secretary (Principal Financial and Accounting Officer)
* Mone Anathan, III	Director
* Michael L. Glazer	Director
* Kenneth E. Nisch	Director
* Andrea M. Weiss	Director

*By:	/s/    Michael F. Anthony
	For himself in the capacities indicated above and as attorney-in-fact

Date: April 27, 2004

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EX-5.1

Exhibit 5.1

April 26, 2004

Brookstone, Inc.

17 Riverside Street

Nashua, New Hampshire 03062

Ladies and Gentlemen:

This opinion is furnished to you in connection with the Post-Effective Amendment No. 2 to Registration Statement on Form S-8 (the “Post-Effective Amendment No. 2”), to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), for the registration of an additional 1,183,721 shares of Common Stock, $0.001 par value per share (the “Shares”), of Brookstone, Inc., a Delaware corporation (the “Company”), issuable under the Company’s 1991 Stock Purchase and Option Plan, 1992 Equity Incentive Plan and 1992 Employee Stock Purchase Plan (the “Plans”).

We are familiar with the actions taken by the Company in connection with the adoption of the Plans. For purposes of our opinion, we have examined and relied upon such documents, records, certificates and other instruments as we have deemed necessary. The opinions expressed below are limited to the Delaware General Corporation Law and the reported cases interpreting those laws.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Shares have been issued and sold in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Our consent shall not be deemed an admission that we are experts whose consent is required under Section 7 of the Act.

It is understood that this opinion is to be used only in connection with the offer and sale of Shares while the Registration Statement is in effect.

Very truly yours,

/s/    Ropes & Gray LLP

Ropes & Gray LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 2 Registration Statement on Form S-8 of our report dated March 16, 2004, except for Note 12, as to which the date is April 8, 2004, relating to the financial statements and financial statement schedule of Brookstone, Inc., which appears in Brookstone, Inc.’s Annual Report on Form 10-K for the year ended January 31, 2004.

/s/    PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 26, 2004