As filed with the Securities and Exchange Commission on September 3, 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. 1999 STOCK 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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PROPOSED PROPOSED
TITLE OF EACH CLASS AMOUNT MAXIMUM MAXIMUM
OF SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
- --------------------------------------- ----------------- ------------------ ------------------- -------------------
Common Stock, $1.00 par value 2,000,000 $20.54 $41,080,000 $3,323.37
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(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 stock
splits, stock dividends and similar transactions.
(2) Pursuant to Rules 457(c) and 457(h), the proposed maximum offering price
per share and the proposed maximum aggregate offering price are estimated
for the purpose of determining the amount of the registration fee and are
calculated based upon the average of the high and low prices of the
registrant's Common Stock, as reported on the New York Stock Exchange on
August 28, 2003.
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This Registration Statement registers additional securities to be issued
under the Pier 1 Imports, Inc. 1999 Stock Plan. The contents of the earlier
registration statements, Nos. 333-88323 and 333-99731 are incorporated herein by
reference.
The following exhibits are filed as part of this Registration Statement:
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<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).
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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, and audited financial statements to be included in subsequently filed
documents will be, incorporated herein in reliance upon the reports of Ernst &
Young LLP pertaining to such financial statements (to the extent covered by
consents filed with the Securities and Exchange Commission) 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 September 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 September 2003, in the capacities indicated.
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SIGNATURE TITLE OR CAPACITY
--------- -----------------
/s/ MARVIN J. GIROUARD Chairman and Chief Executive Officer
- ------------------------------------
Marvin J. Girouard
/s/ CHARLES H. TURNER Executive Vice President, Chief Financial Officer
- ------------------------------------ and Treasurer
Charles H. Turner
/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
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