sv8
As filed with the Securities and Exchange Commission on February 23, 2007
Registration No.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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, Texas
(Address of Principal Executive Offices)
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76102
(Zip Code) |
NON-QUALIFIED STOCK OPTION AGREEMENT (Time Based)
NON-QUALIFIED STOCK OPTION AGREEMENT (Performance Based)
(Full title of the plans)
Michael A. Carter
Senior Vice President and General Counsel
Pier 1 Imports, Inc.
100 Pier 1 Place, Fort Worth, Texas 76102
(Name and address of agent for service)
(817) 252-7630
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
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Proposed |
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Maximum |
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Proposed |
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Offering |
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Maximum |
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Amount of |
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Title of Securities |
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Amount to be |
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Price Per |
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Aggregate |
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Registration |
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to be Registered |
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Registered(1) |
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Share(2) |
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Offering Price(2) |
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Fee |
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Common Stock
Par Value $1.00 per share |
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3,000,000 shares |
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$ |
6.69 |
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$ |
20,070,000 |
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$ |
616.15 |
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(1) |
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Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the Act),
this registration statement also covers an indeterminate number of additional shares that may be
issued pursuant to the anti-dilution provisions of the Non-Qualified Stock Option Agreements.
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(2) |
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Estimated pursuant to Rules 457(h) of the Act solely for purposes of calculating
the amount of the registration fee based upon the exercise price of the options covered by the
Non-Qualified Stock Option Agreements, which is $6.69 per share. |
TABLE OF CONTENTS
PART I
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
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Information required by Part I of Form S-8 to be contained in a prospectus meeting the
requirements of Section 10(a) of the Securities Act of 1933 is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of
Form S-8. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by Pier 1 Imports, Inc. (Pier 1 or the
Registrant) with the Securities and Exchange Commission (the Commission) pursuant to the
Securities Exchange Act of 1934, as amended (the Exchange Act), are incorporated by reference
herein and shall be deemed to be a part hereof:
(1) The Registrants Annual Report on Form 10-K filed for the fiscal year ended February 25,
2006 (the Form 10-K);
(2) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Registrants Form 10-K; and
(3) The description of the Companys common stock, par value $1.00 per share, contained in the
Registrants registration statement on Form 8-B filed on September 17, 1986.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, after the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and made a part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102(b) (7) of the Delaware General Corporation Law (DGCL) grants corporations the
right to limit or eliminate the personal liability of their directors in certain circumstances in
accordance with provisions therein set forth. Article Seventh of the Pier 1 Certificate of
Incorporation contains a provision eliminating or
limiting director liability to Pier 1 and its stockholders for monetary damages arising from
acts or omissions in the directors capacity as a director. The provision does not, however,
eliminate or limit the personal liability of a director (i) for any breach of such directors duty
of loyalty to Pier 1 or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under the Delaware statutory
provision making directors personally liable, under a negligence standard, for unlawful dividends
or unlawful stock purchases or redemptions, or (iv) for any transaction from which the director
derived an improper personal benefit. This provision offers persons who serve on the board of
directors of Pier 1 protection against awards of monetary damages resulting from breaches of their
duty of care (except as indicated above). As a result of this provision, the ability of Pier 1 or a
stockholder thereof to successfully prosecute an action against a director for a breach of his duty
of care is limited. However, the provision does not affect the availability of equitable remedies
such as an injunction or rescission based upon a directors breach of his duty of care. The SEC has
taken the position that the provision will have no effect on claims arising under the Federal
securities laws.
Section 145 of the DGCL grants corporations the right to indemnify their directors, officers,
employees and agents in accordance with the provisions therein set forth. Article Seventh of the
Pier 1 Certificate of Incorporation provides for mandatory indemnification rights, subject to
limited exceptions, to any person, who, by reason of the fact that he or she is a director or
officer of Pier 1, or at the request of Pier 1 was serving as a director, officer, employee, or
agent of another entity, is involved in a legal proceeding of any nature. Such indemnification
rights include reimbursement for expenses incurred by such director, officer, employee, or agent in
advance of the final disposition of such proceeding in accordance with the applicable provisions of
the DGCL.
Pier 1 has entered into agreements with all of its directors and certain of its officers
pursuant to which it has agreed to indemnify such directors and executive officers against
liability incurred by them by reason of their services as a director or executive officer to the
fullest extent allowable under applicable law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibit Index to this Registration Statement is incorporated by reference in response to this Item 8.
ITEM 9. UNDERTAKINGS.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933 (the Securities Act);
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set forth in the
Calculation of Registration Fee table in the effective registration statement; and
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration
statement is on Form S-8, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each
such post-effective amendment shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability of the Registrant under the
Securities Act to any purchaser in the initial distribution of securities:
The Registrant undertakes that in a primary offering of securities of the Registrant
pursuant to this registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to such purchaser by
means of any of the following communications, the Registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the Registrant relating to the
offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the Registrant or used or referred to by the Registrant;
(iii) The portion of any other free writing prospectus relating to the offering
containing material information about the Registrant or its securities provided by
or on behalf of the Registrant; and
(iv) Any other communication that is an offer in the offering made by the
Registrant to the purchaser.
(b) The Registrant hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the registrants annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred or paid by
a director, officer or controlling person of the Registrant in the successful defense of any
action, suit, or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such issue.
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 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 City of Fort Worth and the State of Texas, on
February 23, 2007.
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PIER 1 IMPORTS, INC.
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By: |
/s/ Michael A. Carter
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Michael A. Carter |
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Senior Vice President and General Counsel |
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Each person whose signature appears below hereby severally constitutes and appoints Charles H.
Turner and Michael A. Carter, each of them acting singly, as his or her true and lawful
attorney-in-fact and agent, with full and several power of substitution and resubstitution, to sign
for him or her and in his or her name, place and stead in any and all capacities indicated below,
the Registration Statement on Form S-8 filed herewith and any and all post-effective amendments and
supplements to the said Registration Statement, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each and every act and
thing requisite and necessary fully to all intents and purposes as he or she might or could do in
person hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed below by the following persons in the capacities and on the date indicated below.
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Signature |
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Date |
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/s/ Alexander W. Smith
Alexander W. Smith
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Director, President and Chief Executive Officer
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February 23, 2007 |
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/s/ Charles H. Turner
Charles H. Turner
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Executive Vice President, Finance, Chief
Financial Officer and Treasurer
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February 23, 2007 |
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/s/ Susan E. Barley
Susan E. Barley
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Principal Accounting Officer
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February 23, 2007 |
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/s/ John H. Burgoyne
John. H. Burgoyne
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Director
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February 23, 2007 |
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/s/ Dr. Michael R. Ferrari
Dr. Michael R. Ferrari
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Director
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February 23, 2007 |
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/s/ James M. Hoak, Jr.
James M. Hoak, Jr.
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Director
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February 23, 2007 |
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/s/ Karen W. Katz
Karen. W. Katz
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Director
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February 23, 2007 |
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/s/ Terry E. London
Terry E. London
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Director
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February 23, 2007 |
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/s/ Tom M. Thomas
Tom M. Thomas
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Director and Chairman of the Board
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February 23, 2007 |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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4.1
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Indenture dated February 14, 2006 and Form of 6.375% Convertible Senior Notes due 2036, among
Pier 1 Imports, Inc., the Subsidiary Guarantors parties thereto and JPMorgan Chase Bank,
National Association, incorporated herein by reference to Exhibit 4.1 to the Companys Form
8-K filed February 16, 2006 |
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4.2
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Registration Rights Agreement dated February 14, 2006, among Pier 1 Imports, Inc., the
Guarantors parties thereto and the Initial Purchaser named therein, incorporated herein by
reference to Exhibit 4.3 to the Companys Form 8-K filed February 16, 2006 |
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4.3
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Secured Credit Agreement, dated November 22, 2005, among the Company, certain of its
subsidiaries, Bank of America, N.A., Wells Fargo Retail Finance, LLC, Wachovia Bank, National
Association, HSBC Bank USA, N.A., JPMorgan Chase Bank, N.A., and others, incorporated herein
by reference to Exhibit 10.1 to the Companys Form 8-K filed November 23, 2005 |
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* 5.1
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Opinion of Bracewell & Giuliani LLP as to the legality of the shares to be issued |
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* 23.1
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Consent of Ernst &Young LLP, independent registered public accounting firm |
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* 23.2
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Consent of Bracewell & Giuliani LLP (included in the Opinion filed as Exhibit 5.1 hereto) |
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24.1
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Power of Attorney (set forth on the signature page hereof) |