UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
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REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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Pier 1 Imports, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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75-1729843
(I.R.S. Employer
Identification No.)
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100 Pier 1 Place, Fort Worth, TX 76102
(Address of Principal Executive Offices)
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Pier 1 Imports, Inc. Stock Purchase Plan
(As Amended Through June 29, 2010)
(Full title of the plan)
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Michael A. Carter
Senior Vice President and General Counsel, Secretary
Pier 1 Imports, Inc.
100 Pier 1 Place
Fort Worth, TX 76102
(Name and address of agent for service)
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(817) 252-7630
(Telephone number, including area code, of agent for service)
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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. (Check one):
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Non-accelerated filer (Do not check if smaller reporting company) o
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CALCULATION OF REGISTRATION FEE
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Title of Securities
to be registered
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Amount
to be
registered(1)
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Proposed
maximum
offering price
per share(2)
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Common Stock, par value $0.001 per share
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3,500,000 shares
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$6.12
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$21,420,000
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$1,527.25
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement also covers any additional securities to be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
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(2) Estimated pursuant Rule 457(h) under the Securities Act of 1933 based upon the average of the high and low prices of the common stock of Pier 1 Imports, Inc. reported in the consolidated reporting system on June 29, 2010.
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PIER 1 IMPORTS, INC. | |||
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By:
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/s/ Michael A. Carter | |
Michael A. Carter | |||
Senior Vice President and General Counsel,
Secretary
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Signature
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Title
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Date
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/s/ Alexander W. Smith
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President and Chief Executive Officer and Director
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June 29, 2010
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Alexander W. Smith
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/s/ Charles H. Turner
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Executive Vice President – Chief Financial Officer
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June 29, 2010
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Charles H. Turner
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/s/ Laura A. Coffey
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Principal Accounting Officer
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June 29, 2010
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Laura A. Coffey
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/s/ John H. Burgoyne
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Director
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June 29, 2010
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John. H. Burgoyne
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/s/ Dr. Michael R. Ferrari
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Director
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June 29, 2010
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Dr. Michael R. Ferrari
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Signature
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Title
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Date
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/s/ Terry E. London
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Director
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June 29, 2010
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Terry E. London
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/s/ Cece Smith
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Director
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June 29, 2010
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Cece Smith
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Exhibit No.
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Description
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10.1
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Pier 1 Imports, Inc. Stock Purchase Plan, restated as amended June 20, 2008 (the "Stock Purchase Plan"), incorporated herein by reference to Exhibit 10.2 to the Company's Form 10-Q for the quarter ended May 31, 2008
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10.2
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Amendment, dated March 28, 2009, to the Stock Purchase Plan, incorporated herein by reference to Exhibit 10.8.1 to the Company's Form 10-K for the fiscal year ended February 28, 2009
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10.3
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Second Amendment, dated July 14, 2009, to the Stock Purchase Plan, incorporated herein by reference to Exhibit 10.8.2 to the Company's Form 10-Q for the quarter ended August 29, 2009
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10.4
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Third Amendment, dated June 29, 2010, to the Stock Purchase Plan, incorporated herein by reference to Appendix A to the Company's Proxy Statement for Annual Meeting of Shareholders to be held June 29, 2010
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23.1
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Consent of Ernst & Young LLP, independent registered public accounting firm
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24.1
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Power of Attorney (set forth on the signature page hereof)
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