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the Commission on September 12, 2007 are hereby incorporated by reference herein to the extent not otherwise amended or superseded by the contents hereof.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