forms8.htm
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER __, 2007

REGISTRATION NO. 33-_____
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DILLARD’S, INC.

(Exact Name of Registrant as Specified in its Charter)


DELAWARE
  
71-0388071
     
(State or Other Jurisdiction of Incorporation or organization)
  
(I.R.S. Employer Identification No.)

1600 CANTRELL ROAD
LITTLE ROCK, ARKANSAS 72201
501-376-5200
 (Address of Principal Executive Offices)
_____________

DILLARD’S, INC. RETIREMENT PLAN TRUST
(formerly, the Dillard Department Stores, Inc. Retirement Plan)
(Full title of the plan)
_____________

JAMES I. FREEMAN
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
DILLARD’S, INC.
1600 CANTRELL ROAD
LITTLE ROCK, ARKANSAS 72201
501-376-5200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
_____________

With a copy to:

ROBERT T. SMITH
FRIDAY, ELDREDGE & CLARK, LLP
400 WEST CAPITOL, SUITE 2000
LITTLE ROCK, ARKANSAS 72201
501-376-2011


CALCULATION OF REGISTRATION FEE

TITLE OF
SECURITIES TO
BE REGISTERED
MAXIMUM
AMOUNT TO BE
REGISTERED (1)
  
AGGREGATE
OFFERING PRICE
PER SHARE (2)
    
PROPOSED
AMOUNT OF
OFFERING
PRICE (2)
    
PROPOSED
MAXIMUM
REGISTRATION
FEE
  
                     
Class A Common Stock, par value $.01 per share
3,000,000 shares
   $
18.14
     $
54,420,000
     $
1,670.69
  

(1)
Pursuant to Rule 416(a) the number of shares of Common Stock registered hereunder includes such indeterminate number of additional shares of Common Stock as may be offered or issued in the future to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)
Estimated solely for the purpose of computing the registration fee.  This amount was calculated pursuant to Rule 457(h) under the Securities Act of 1933 on the basis of $18.14 per share, which was the average of the high and low prices of the Common Stock on the New York Stock Exchange on November 23, 2007.
 

Item 3.  Incorporation of Documents by Reference.

REGISTRATION OF ADDITIONAL SECURITIES

Dillard's, Inc. (the "Company") is hereby registering 3,000,000 additional shares of its common stock, par value $.01 per share (the "Common Stock"), for issuance under the Dillard's, Inc. Retirement Plan Trust (formerly known as the Dillard Department Stores, Inc. Retirement Plan) which shares may be either newly issued by the Company or purchased in open market transactions.  A registration statement on Form S-8 (Registration No. 33-42553) (the "Prior Registration Statement") as filed with the Securities and Exchange Commission on August 30, 1991, relating to the same class of securities and the same employee benefit plan are currently effective and, in accordance with Instruction E of the General Instructions to Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference.

Item 5.  Interests of Named Experts and Counsel.

Certain legal matters regarding shares of Common Stock will be passed upon for the Company by Friday, Eldredge & Clark, LLP.  William H. Sutton, the former managing partner of Friday, Eldredge & Clark, LLP, and a current director of the Company, beneficially owns or has the right to acquire 59,382 shares of Common Stock.

Item 8.  Exhibits.

Number
  
Description
     
4.1
  
Restated Certificate of Incorporation (Exhibit 3 to Form 10-Q for the quarter ended August 1, 1992 in 1-6140).
     
4.2
  
Amended & Restated By-Laws, as currently in effect.
     
5.1
  
Opinion of Friday, Eldredge & Clark, LLP, regarding Common Stock.
     
5.2
  
Internal Revenue Service Determination Letters.
     
23.1
  
Consent of Friday, Eldredge & Clark, LLP (included in the opinion filed as Exhibit 5.1).
     
23.2
  
Consent of Independent Registered Public Accounting Firm.

Item 9.  Undertakings.

The undersigned registrant hereby undertakes to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.


SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Pulaski, State of Arkansas, this 27th day of November, 2007.

 
DILLARD'S, INC.
  
       
 
By:
/s/ James I. Freeman
  
 
Name:  James I. Freeman
  
 
Title:  Senior Vice President and Chief
  
 
Financial Officer
  


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

SIGNATURE
  
TITLE
  
DATE
         
         
/s/ William Dillard   
Chief Executive Officer and Director
  
November 17, 2007
William Dillard II
  
(Principal Executive Officer)
    
         
/s/ Alex Dillard   
President and Director
  
November 17, 2007
Alex Dillard
        
         
/s/ Mike Dillard   
Executive Vice
  
November 17, 2007
Mike Dillard
  
President and Director
    
         
/s/ Drue Corbusier   
Executive Vice
  
November 17, 2007
Drue Corbusier
  
President and Director
    
         
/s/ James I. Freeman   
Senior Vice President
    
James I. Freeman
  
and Chief Financial Officer and Director
  
November 17, 2007
         
/s/ J.C. Watts, Jr.   
Director
  
November 17, 2007
J.C. Watts, Jr.
        
         
/s/ Will D. Davis   
Director
  
November 17, 2007
Will D. Davis
        
         
/s/ Robert C. Connor   
Director
  
November 17, 2007
Robert C. Connor
        
         
/s/ William H. Sutton   
Director
  
November 17, 2007
William H. Sutton
        
         
/s/ Warren A. Stephens   
Director
  
November 17, 2007
Warren A. Stephens
        
         
/s/ John Paul Hammerschmidt   
Director
  
November 17, 2007
John Paul Hammerschmidt
        
         
/s/ Peter R. Johnson   
Director
  
November 17, 2007
Peter R. Johnson
        
 
 
EXHIBIT INDEX
 

Number
  
Description
     
4.1
  
Restated Certificate of Incorporation (Exhibit 3 to Form 10-Q for the quarter ended August 1, 1992 in 1-6140).
     
 
Amended & Restated By-Laws, as currently in effect.
     
 
Opinion of Friday, Eldredge & Clark, LLP, regarding Common Stock.
     
 
Internal Revenue Service Determination Letters.
     
23.1
  
Consent of Friday, Eldredge & Clark, LLP (included in the opinion filed as Exhibit 5.1).
     
 
Consent of Independent Registered Public Accounting Firm.