Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________

 

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

_____________

 

LIFETIME BRANDS, INC.

(Exact name of Registrant as specified in its charter)

 

 

_____________

1000 Stewart Avenue

Garden City, New York 11530

(516) 683-6000

(Address, including zip code, of Principal Executive Offices)

______________

 

LIFETIME BRANDS, INC.

2000 LONG-TERM INCENTIVE PLAN

(Full Title of the Plan)

_____________

 

Jeffrey Siegel

1000 Stewart Avenue

Garden City, New York 11530

(516) 683-6000

(Name, address, and telephone number,

including area code, of agent for service)

 

_____________

 

Copies to:

 

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

 

 

 

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 is filed pursuant to General Instruction E to Form S-8 for the purpose of registering an additional 1,000,000 shares of the common stock, par value $0.01 per share (“Common Stock”), of Lifetime Brands, Inc (the “Company”) that may be offered and sold under the Plan, which was approved at the Company’s annual meeting held on June 11, 2009.

 

INCORPORATION BY REFERENCE

 

The contents of the Company’s previously filed (i) Registration Statement on Form S-8 (Registration No 333-105382) filed with the Securities and Exchange Commission (the “Commission”) on May 19, 2003 and (ii) Registration Statement on Form S-8 (Registration No. 333-146017) filed with the Commission on September 12, 2007 are hereby incorporated by reference herein to the extent not otherwise amended or superseded by the contents hereof.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

 

 

(a) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed with the Commission on March 31, 2009 which contained audited consolidated financial statements for the most recent fiscal year for which such statements have been filed;

 

(b) The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2009, filed with the Commission on May 11, 2009;

 

(c) The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2009, filed with the Commission on August 10, 2009;

 

(d) The Company’s Current Reports on Form 8-K filed with the Commission on January 16, 2009, February 4, 2009, February 19, 2009, March 10, 2009, March 17, 2009, May 7, 2009, May 8, 2009, June 12, 2009, August 6, 2009, August 12, 2009, and October 16, 2009; and

 

(e) The description of the Company’s Common Stock contained in the Registration Statement on Form 8-A as filed with the Commission on May 6, 1991, and as amended on May 23, 1991, including any amendments or reports filed for the purpose of updating the description of our Common Stock that is incorporated by reference therein.

 

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters the securities covered hereby then remaining unsold shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof commencing on the respective dates on which such documents are filed.

 

Item 8.             Exhibits.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Garden City, State of New York, on October 28, 2009.

 

 

 

POWER OF ATTORNEY

 

Each person whose signature to this Registration Statement appears below hereby appoints Laurence Winoker as his or her attorney-in-fact to sign on his or her behalf individually and in the capacity stated below and to file all supplements, amendments and post-effective amendments to this Registration Statement, and any and all instruments or documents filed as a part of or in connection with this Registration Statement or any amendment or supplement thereto, and such attorney-in-fact may make such changes and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate.

 

Pursuant to the requirement of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

 

 

EXHIBITS

 

Exhibit 5.1

 

Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178

 

October 28, 2009

 

Lifetime Brands, Inc

1000 Stewart Avenue

Garden City, New York 11530

 

 

Ladies and Gentlemen:

 

We have acted as counsel to Lifetime Brands, Inc, a Delaware corporation (the “Company”), in connection with the preparation and filing of the referenced Registration Statement (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “Commission”). The Registration Statement relates to the registration of an additional 1,000,000 shares of common stock, par value $ 0.01 per share, of the Company (the “Shares”) which may be issued under the Company’s 2000 Long-Term Incentive Plan, as amended (the “Plan”).

 

In connection with this opinion letter, we have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of the Plan, the Second Restated Certificate of Incorporation of the Company, and By-laws of the Company, and such other documents, records and other instruments as in our judgment are necessary or appropriate for the purposes of this opinion.

 

We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.

Based upon the foregoing, we are of the opinion that the Shares have been duly authorized by the Company and, when issued in accordance with the terms of the Plan, and for a consideration per Share of not less than the par value per Share in a manner contemplated by the Registration Statement, will be validly issued, fully paid and non-assessable.

We are expressing the opinions above as members of the Bar of the State of New York and express no opinion as to any law other than the General Corporation Law of the State of Delaware.

We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission thereunder.

Very truly yours,

 

/s/ Morgan, Lewis & Bockius LLP

 

 

 

Exhibit 15

 

 

October 28, 2009

 

To the Board of Directors and Stockholders of Lifetime Brands, Inc:

 

We are aware of the incorporation by reference in the Registration Statement (Form S-8 No. 333-00000) of Lifetime Brands Inc. for the registration of 1,000,000 shares of its common stock of our reports dated May 11, 2009 and August 6, 2009 relating to the unaudited condensed consolidated interim financial statements of Lifetime Brands Inc. that are included in its Forms 10-Q for the quarters ended March 31, 2009 and June 30, 2009.

 

/s/ ERNST & YOUNG LLP

 

Melville, New York

 

 

 

 

Exhibit 23.1

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-00000) pertaining to the Lifetime Brands Inc. 2000 Long-Term Incentive Plan of our reports dated March 31, 2009, with respect to the consolidated financial statements and schedule of Lifetime Brands, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2008, and the effectiveness of internal control over financial reporting of Lifetime Brands, Inc., filed with the Securities and Exchange Commission.

 

/s/ ERNST & YOUNG LLP

 

Melville, New York

October 28, 2009