As filed with the Securities and Exchange Commission on June 2, 2003
REGISTRATION NO. 333-
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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. STOCK PURCHASE PLAN
(Full Title of the Plan)
J. RODNEY LAWRENCE
EXECUTIVE VICE PRESIDENT & SECRETARY
PIER 1 IMPORTS, INC.
301 COMMERCE STREET
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
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<Table>
<Caption>
TITLE OF EACH CLASS PROPOSED PROPOSED
OF SECURITIES TO BE AMOUNT MAXIMUM MAXIMUM AMOUNT OF
REGISTERED TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) Fee(2)
- --------------------------------------- ------------- -------------- ----------------- ------------
Common Stock, $1.00 par value 1,000,000 $18.985 $18,985,000 $1,535.89
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</Table>
(1) 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 any
future stock splits, stock dividends and similar transactions.
(2) Pursuant to Rule 457(c), 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 May 27, 2003.
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This Registration Statement registers additional securities to be issued
under the Pier 1 Imports, Inc. Stock Purchase Plan. The contents of the earlier
registration statement, No. 333-34100, 33-61475, 33-50278 and 33-38530, are
incorporated herein by reference.
The following exhibits are filed as part of this Registration Statement:
<Table>
<Caption>
Exhibit Description
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23.1 Consent of Ernst & Young LLP.
24.1 Power of Attorney (included on signature page of Registration Statement).
</Table>
EXPERTS
The consolidated financial statements of Pier 1 Imports, Inc. incorporated
by reference in Pier 1 Imports, Inc.'s Annual Report (Form 10-K) for the year
then ended March 1, 2003, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon incorporated by reference therein
and incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given on the
authority of such 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 June 2, 2003.
PIER 1 IMPORTS, INC.
By: /s/ MARVIN J. GIROUARD
-----------------------------
Marvin J. Girouard
Chairman of the Board
POWER OF ATTORNEY
We, the undersigned directors and officers of PIER 1 IMPORTS, INC.,
hereby appoint MARVIN J. GIROUARD and J. RODNEY LAWRENCE, 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 the 2nd
day of June 2003, in the capacities indicated.
<Table>
<Caption>
SIGNATURE TITLE OR CAPACITY
--------- -----------------
/s/ MARVIN J. GIROUARD Chairman of the Board and Chief Executive Officer
- ------------------------------------
Marvin J. Girouard
/s/ CHARLES H. TURNER Executive Vice President, Chief Financial Officer
- ------------------------------------
Charles H. Turner and Treasurer
/s/ SUSAN E. BARLEY Principal Accounting Officer
- ------------------------------------
Susan E. Barley
/s/ JOHN H. BURGOYNE Director
- ------------------------------------
John H. Burgoyne
/s/ MICHAEL R. FERRARI Director
- ------------------------------------
Michael R. Ferrari
/s/ JAMES M. HOAK, JR. Director
- ------------------------------------
James M. Hoak, Jr.
/s/ KAREN W. KATZ Director
- ------------------------------------
Karen W. Katz
/s/ TOM M. THOMAS Director
- ------------------------------------
Tom M. Thomas
</Table>
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
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23.1 Consent of Ernst & Young LLP.
24.1 Power of Attorney (included on signature page of Registration Statement).
</Table>