As filed with the Securities and Exchange Commission on September 14, 1998
Registration No. 333-32166
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________________
Pier 1 Imports, Inc.
(Exact name of registrant as specified in its charter)
Delaware 75-1729843
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
301 Commerce Street, Suite 600
Fort Worth, Texas 76102
(Address of Principal Executive Offices) (Zip Code)
PIER 1 IMPORTS, INC. 1989 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full Title of the Plan)
J. Rodney Lawrence
Senior Vice President & Secretary
Pier 1 Imports, Inc.
301 Commerce Street, Suite 600
Fort Worth, Texas 76102
(Name and Address of Agent for Service)
(817) 252-8000
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities To Be Offering Price Aggregate Registration
To Be Registered Registered(1) Per Share(2) Offering Fee(3)
- - ------------------------------------------------------------------------------
Common Stock,
$1 par value 1,738,207 $11.0944 $19,284,750 $3,856.88
- - ------------------------------------------------------------------------------
(1) Pursuant to Rule 416(b), the number of shares of Common Stock registered
hereunder has been increased by 88,207 shares pursuant to adjustments
under the Pier 1 Imports, Inc. 1989 Non-Employee Director Stock Option
Plan to prevent dilution resulting from stock dividends. No additional
filing fee is required. 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 to prevent
dilution resulting from stock splits, stock dividends or similar
transactions.
(2) The offering price, originally established to be $11.6875 pursuant to Rule
457(c), has been reduced to reflect the effect of adjustments from
subsequent stock dividends.
(3) Previously paid.
This Post-Effective Amendment to Registration Statement registers
additional securities to be issued as a result of adjustments under the Pier 1
Imports, Inc. 1989 Non-Employee Director Stock Option Plan to prevent dilution
resulting from stock dividends.
The following exhibit is filed as part of this Registration Statement:
Exhibit Description
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23.1 Consent of Ernst & Young LLP.
EXPERTS
The consolidated financial statements and financial statement schedule of
the Company appearing in the Company's Annual Report (Form 10-K) for the year
ended February 28, 1998, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and incorporated
herein by reference. Such consolidated financial statements and financial
statement schedule are incorporated herein in reliance on such report given on
the authority of such firms as experts in accounting and auditing.
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 post-
effective amendment to registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Worth, State of
Texas, on September 14, 1998.
PIER 1 IMPORTS, INC.
By /s/ J. RODNEY LAWRENCE
J. Rodney Lawrence
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this post-effective amendment to registration statement has been signed by the
following persons on the 14th day September, 1998, in the capacities indicated.
Signature Title or Capacity
--------- -----------------
/s/ CLARK A. JOHNSON* Chairman of the Board
Clark A. Johnson
/s/ MARVIN J. GIROUARD* President, Chief Executive Officer
Marvin J. Girouard and Director
/s/ STEPHEN F. MANGUM Senior Vice President, Chief Financial
Stephen F. Mangum Officer and Principal Accounting Officer
Director
Martin L. Berman
Director
Craig C. Gordon
/s/ JAMES M. HOAK, JR.* Director
James M. Hoak, Jr.
/s/ SALLY F. MCKENZIE* Director
Sally F. McKenzie
________________
*By J. RODNEY LAWRENCE
J. Rodney Lawrence, Attorney-in-Fact
EXHIBIT INDEX
Exhibit Description
- - ------- -----------
23.1 Consent of Ernst & Young LLP.