SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PIER 1 IMPORTS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 75-1729843 (State of Incorporation (I.R.S. Employer or Organization) Identification no.) 301 Commerce Street, Suite 600 Fort Worth, Texas 76102 (Address of Principal Executive Offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------- % Convertible Subordinated New York Stock Exchange Notes Due 2006 If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A(c)(1), please check the following box. / / If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2), please check the following box. / / Securities to be registered pursuant to Section 12(g) of the Act: None Item 1. Description of Registrant's Securities to be Registered The description of the Registrant's % Convertible Subordinated Notes Due 2006 is incorporated herein by reference to the section captioned "Description of the Notes" on pages 32 to 39, inclusive, of the Prospectus constituting a part of the Registrant's Registration Statement on Form S-3, Reg. No. 333-10677, filed with the Securities and Exchange Commission on August 23, 1996, as amended by Amendment No. 1 to Registration Statement on Form S-3, filed with the Securities and Exchange Commission on September 6, 1996. Item 2. Exhibits. 3(i) Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3(i) to the Registrant's Form 10-K for the fiscal year ended March 2, 1996). 3(ii) By-Laws of the Registrant (incorporated by reference to Exhibit 3(ii) to the Registrant's Form 10-Q for the fiscal quarter ended November 26, 1994). 4.1 Form of Indenture to be dated as of September , 1996, between the Registrant and Wells Fargo Bank (Texas), N.A. as Trustee, relating to the % Convertible Subordinated Notes Due 2006, including form of % Convertible Subordinated Note Due 2006 (incorporated by reference to Exhibit 4.1 to the Registrant's Amendment No. 2 to Registration Statement on Form S-3, Reg. No. 333-10677, dated September 11, 1996). 4.2 Rights Agreement, dated as of December 9, 1994, by and between the Registrant and First Interstate Bank, N.A., as Rights Agent (incorporated by reference to Exhibit 4 to the Registrant's Registration Statement on Form 8-A, Reg. No. 1-7832, dated December 20, 1994). SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Dated: September 11, 1996 PIER 1 IMPORTS, INC. By: /s/J. RODNEY LAWRENCE J. Rodney Lawrence Senior Vice President