As filed with the Securities and Exchange Commission on October 1, 1999
Registration No.333-
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)
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. 1999 STOCK 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 Each Class Amount Maximum Maximum Amount of
of Securities To To Be Offering Price Aggregate Registration
Be Registered Registered(1) Per Share(2) Offering Price(2) Fee
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Common Stock,
$1.00 par value 7,000,000 shs $5.53125 $38,718,750 $10,763.81
- -----------------------------------------------------------------------------
(1) Pursuant to Rule 416(b), 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 and similar transactions.
(2) Pursuant to Rule 457(c), the offering price and registration fee are
computed on the average of the high and low prices of the Registrant's
Common Stock, as reported on the New York Stock Exchange on September
24, 1999.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
Pier 1 Imports, Inc. (the "Company") incorporates by reference into this
registration statement the following documents filed with the Securities and
Exchange Commission:
(1) the Company's Annual Report on Form 10-K for the fiscal year ended
February 27, 1999;
(2) the Company's Quarterly Report on Form 10-Q for the quarter ended
May 29, 1999;
(3) the description of the Company's common stock, par value $1.00 per
share, contained in the Company's registration statement on Form
8-B filed on September 17, 1986.
(4) the description of the rights to purchase the Company's common
stock contained in the Company's registration statement on Form
8-A, filed on December 20, 1994; and
(5) all other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of this offering of the Company's common stock.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Company is incorporated in the State of Delaware. Under Section 145
of the Delaware General Corporation Law, a Delaware corporation has the
power, under specified circumstances, to indemnify its directors, officers,
employees and agents in connection with actions, suits or proceedings brought
against them by a third party or in the right of the corporation, by reason
of the fact that they were or are such directors, officers, employees or
agents, against expenses and liabilities incurred in any such action, suit or
proceeding so long as they acted in good faith and in a manner that they
reasonably believed to be in, or not opposed to, the best interests of such
corporation, and with respect to any criminal action, that they had no
reasonable cause to believe their conduct was unlawful. With respect to
suits by or in the right of the corporation, however, indemnification is
generally limited to attorneys' fees and other expenses and is not available
if such person is adjudged to be liable to such corporation unless the court
determines that indemnification is appropriate. A Delaware corporation also
has the power to purchase and maintain insurance on behalf of such persons.
Article Seventh of the Certificate of Incorporation of the Company, as
amended, provides for mandatory indemnification of directors and officers to
the fullest extent permitted by Delaware corporation law.
The Company has entered into indemnification agreements with its
directors and executive officers and may in the future enter into such
indemnification agreements with any of its officers, employees, agents and
future directors. Such indemnification agreements are intended to provide a
contractual right to indemnification, to the extent permitted by law, for
expenses (including attorneys' fees), judgments, penalties, fines and amounts
paid in settlement actually and reasonably incurred by the person to be
indemnified in connection with any proceeding (including, to the extent
permitted by law, any derivative action) to which they are, or are threatened
to be made, a party by reason of their status in such positions. Such
indemnification agreements do not change the basic legal standards for
indemnification set forth in Delaware corporation law or the Restated
Certificate of Incorporation of the Company. Such provisions are intended to
be in furtherance, and not in limitation of, the general right to
indemnification provided in the Certificate of Incorporation and Bylaws of
the Company.
Section 102(b)(7) of the Delaware General Corporation Law provides that
a certificate of incorporation may contain a provision eliminating or
limiting the personal liability of a director to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director
provided that such provision does not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the
corporation or its shareholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of Delaware General Corporation Law (relating to liability
for unauthorized dividends or acquisitions or redemptions of capital stock)
or (iv) for any transaction from which the director derived an improper
personal benefit. Article Seventh of the Company's Certificate of
Incorporation, as amended, contains such a provision.
The above discussion of the Company's Restated Certificate of
Incorporation and Sections 102(b)(7) and 145 of Delaware General Corporation
Law is not intended to be exhaustive and is qualified in its entirety by such
Restated Certificate of Incorporation and statutes.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(a) The following Exhibits are filed as part of this Registration
Statement:
Exhibit Description
4.1 -- Rights Agreement, dated December 9, 1994, between the
Company and First Interstate Bank, N.A., as rights agent,
incorporated by reference to Exhibit 4 to the Company's
Registration Statement on Form 8-A, filed December 20,
1994.
4.2 -- Pier 1 Imports, Inc., 1999 Stock Plan.
5 -- Opinion of Kelly, Hart & Hallman, P.C. re legality.
23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of Kelly, Hart & Hallman, P.C. (contained in
Exhibit 5).
24 -- Power of Attorney (included on the signature page of this
registration statement).
Item 9. Undertakings.
The undersigned 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;
(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;
(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 (1)(i) and (1)(ii) do not apply if
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 Securities and Exchange Commission by the registrant pursuant to Section
13 or Section 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 of 1933, 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
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 Act
and will be governed by the final adjudication of such issue.
EXPERTS
The consolidated financial statements and financial statement schedule
of the Company appearing or incorporated by reference in the Company's Annual
Report (Form 10-K) for the fiscal year ended February 27, 1999, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
reports thereon included or incorporated by reference therein and
incorporated herein by reference. Such consolidated financial statements and
financial statement schedule are incorporated herein by reference in reliance
upon such reports given on the authority of said firm 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
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Fort Worth, State of Texas, on
October 1, 1999.
PIER 1 IMPORTS, INC.
By /s/ MARVIN J. GIROUARD
Marvin J. Girourard
Chairman of the Board
POWER OF ATTORNEY
We, the undersigned directors and officers of PIER 1 IMPORTS, INC.,
hereby appoint J. RODNEY LAWRENCE and CHARLES H. TURNER, or either of them,
our true and lawful attorneys and agents, to do any and all acts and things
in our name and on our behalf in our capacities indicated below, which said
attorneys and agents, or each of them, may deem necessary or advisable to
enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with this Registration Statement,
including, without limitation, power and authority to sign for us, or any of
us, in our names in the capacities indicated below, any and all amendments
(including post-effective amendments) hereto, and we hereby ratify and
confirm all that said attorneys and agents, or each of them shall do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons on
October 1, 1999, in the capacities indicated.
Signature Title or Capacity
/s/ MARVIN J. GIROUARD Chairman of the Board, President and
Marvin J. Girouard Chief Executive Officer
/s/ CHARLES H. TURNER Senior Vice President and Chief
Charles H. Turner Financial Officer
/s/ SUSAN E. BARLEY Vice President - Finance, and
Susan E. Barley Principal Accounting Officer
/s/ JAMES M. HOAK Director
James M. Hoak
/s/ SALLY F. MCKENZIE Director
Sally F. McKenzie
/s/ TOM M. THOMAS Director
Tom M. Thomas
/s/ JOHN H. BURGOYNE Director
John H. Burgoyne
/s/ MICHAEL R. FERRARI Director
Michael R. Ferrari
EXHIBIT INDEX
Exhibit Description
4.2 -- Pier 1 Imports, Inc. 1999 Stock Plan
5 -- Opinion of Kelly, Hart & Hallman, P.C. re legality.
23.1 -- Consent of Ernst & Young LLP