SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8POS
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CPI CORP.
(Exact name of registrant as specified in its charter)
Delaware 43-1256674
-------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1706 Washington Avenue, St. Louis, Missouri 63103
- - ----------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
CPI CORP.
1981 STOCK BONUS PLAN
(As Amended and Restated Effective as of February 3, 1991)
(Full title of the plan)
--------------------
CPI Corp.
1706 Washington Avenue
St. Louis, Missouri 63103
(Name and address of agent for service)
(314) 231-1575
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed maximum
Title of securities Amount to be offering price
to be registered registered per share (1)
- - --------------------- ----------------- ----------------
<C> <C> <C>
Common Stock, par
value $.40 per share 50,000 shares (2) $ 24.59
</TABLE>
[FN]
(1) Computed solely for the purpose of calculating the amount of
the registration fee, pursuant to Rule 457(c) and (h), based
on the average of the high and low prices reported for the
Common Stock on the New York Stock Exchange for March 25,
1998.
(2) Plus such additional shares as may be issued pursuant to
antidilution provisions.
</FN>
<TABLE>
CALCULATION OF REGISTRATION FEE ... (continued)
<CAPTION>
Proposed maximum Amount of
aggregate offering price (1) registration fee (1)
- - ---------------------------- --------------------
<C> <C>
$ 1,229,500 $ 362.70
</TABLE>
[FN]
(1) Computed solely for the purpose of calculating the amount of
the registration fee, pursuant to Rule 457(c) and (h), based
on the average of the high and low prices reported for the
Common Stock on the New York Stock Exchange for March 25,
1998.
</FN>
Total number of sequentially numbered pages: 11
Exhibits begin on page: 9
<PAGE>
Part II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in
this registration statement:
(a) Registrant's Annual Report on Form 10-K for the
fiscal year ended February 1, 1997;
(b) Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended April 26, 1997;
(c) Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended July 19, 1997;
(d) Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended November 8, 1997;
(e) Registrant's Current Report on Form 8-K dated and
filed November 14, 1997;
(f) Registrant's Current Report on Form 8-K dated and
filed December 8, 1997;
(g) Registrant's Current Report on Form 8-K dated and
filed December 9, 1997;
(h) Registrant's Current Report on Form 8-K dated and
filed January 8, 1998;
(i) Registrant's Current Report on Form 8-K dated and
filed January 14, 1998; and
(j) The description of registrant's Common Stock
contained in the Registration Statement on Form 8-A
dated March 21, 1989, under Section 12 of the
Securities Exchange Act of 1934, including any
amendment or report filed for the purpose of
updating such description.
All documents filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 after the date of this registration statement and
prior to the filing of a post-effective amendment to this
registration statement which indicate that all securities offered
hereunder have been sold, or which deregister all securities then
remaining unsold under this registration statement, shall be
deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such
documents.
2
<PAGE>
Item 4. DESCRIPTION OF SECURITIES
Not applicable; the class of securities to be offered is
registered under Section 12(b) of the Securities Exchange Act of
1934.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The Opinion of Counsel was prepared by Jane E. Nelson,
registrant's General Counsel and Secretary. As of March 27,
1998, Jane E. Nelson beneficially owned 945 shares of
registrant's common stock. In addition, under the registrant's
Voluntary Stock Option Plan, Jane E. Nelson had options to
acquire 6,240 shares of registrant's common stock which are
currently exercisable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law
provides that a corporation may indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that
the person is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person in connection with such action,
suit or proceeding, if the person acted in good faith and in a
manner the person reasonably believed to be in or not
opposed to the best interest of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe the person's conduct was unlawful. Furthermore,
a corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation
to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually
and reasonably incurred by the person in connection with the
defense or settlement of such action or suit if the person acted
in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation. No
indemnification shall be made, however, in respect of any claim,
3
<PAGE>
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS (continued)
issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless, and only to the extent,
that the Delaware Court of Chancery or the court in which such
action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for those expenses such court deems are
proper expenses.
Registrant's Certificate of Incorporation provides that
a director of the corporation shall not be held personally liable
to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i)
for breach of the director's duty of loyalty to the corporation
or its stockholders, (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 the General Corporation Law of
the State of Delaware, or (iv) for any transaction from which the
director derived an improper personal benefit. Any repeal or
modification of this paragraph by the stockholders of the
corporation shall not adversely affect any right or protection of
any director of the corporation existing at the time of, or for
or with respect to any acts or omissions occurring prior to, such
repeal or modification.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
The Exhibits to this Registration Statement are listed
in the Exhibit Index to this Registration Statement, which Index
is incorporated herein by reference.
Item 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales
are being made, a post- effective amendment to this
registration statement 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.
4
<PAGE>
Item 9. UNDERTAKINGS (continued)
(b) For the purpose of determining liability under the
Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement of the securities offered therein, and the
offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) 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 Securities Exchange Act
of 1934 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 in 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.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, 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 St. Louis, State of Missouri, on the 30th day of
March, 1998.
CPI CORP.
By: /s/ Russell H. Isaak
----------------
Title: President
----------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual
whose signature appears below constitutes and appoints Russell H.
Isaak, Barry C. Arthur and Jane E. Nelson, and each of them, his
true and lawful attorneys-in-fact and agents with full power of
substitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and any
other documents and instruments incidental thereto, and to file
the same, with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, thereby ratifying and confirming all
that said attorneys-in-fact and agents and/or any of them, or
their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
6
<PAGE>
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- - ------------------- ----------------------- -------------
<S> <C> <C>
/s/ Alyn V. Essman Chairman of the Board March 30, 1998
- - ---------------------- Chief Executive Officer
(Alyn V. Essman) and Director (Principal
Executive Officer)
/s/ Barry C. Arthur Vice President and March 30, 1998
- - ---------------------- Treasurer (Principal
(Barry C. Arthur) Financial and
Accounting Officer)
/s/ Russell Isaak President March 30, 1998
- - ----------------------
(Russell Isaak)
/s/ Patrick J. Morris Senior Executive March 30, 1998
- - ---------------------- Vice President
(Patrick J. Morris)
/s/ Milford Bohm Director March 30, 1998
- - ----------------------
(Milford Bohm)
/s/ Mary Ann Krey Director March 30, 1998
- - ----------------------
(Mary Ann Krey)
/s/ Lee Liberman Director March 30, 1998
- - ----------------------
(Lee Liberman)
/s/ Nicholas L. Reding Director March 30, 1998
- - ----------------------
(Nicholas L. Reding)
/s/ Martin Sneider Director March 30, 1998
- - ----------------------
(Martin Sneider)
/s/ Robert L. Virgil Director March 30, 1998
- - ----------------------
(Robert L. Virgil)
</TABLE>
7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Documents
- - ------ ------------------------
<S> <C>
3.1 Certificate of Incorporation (filed as Exhibit 4b to
the registrant's Annual Report on Form 10-K dated
April 27, 1990, registration number 1-10204). (3)
3.2 Amendment to Bylaws, (filed as Exhibit 3b, to the
registrant's Annual Report on Form 10-K dated April 17,
1990, registration number 1-10204). (3)
Amendment to Bylaws, (filed as Exhibit 3b to the
registrant's Annual Report on Form 10-K dated April 6,
1994). (3)
Amendment to Bylaws, (filed on the registrant's Form
8-K dated August 3, 1995). (3)
Amendment to Bylaws, (filed as Exhibit 3.1 to
registrant's Annual Report on Form 10-K dated April 3,
1997). (3)
4.1 Specimen common stock certificate (filed as Exhibit 3b
to registrant's registration statement on Form S-1,
registration number 2-77366). (3)
4.2 CPI Corp. Shareholder Rights Plan (filed as Exhibit 1
to registrant's Form 8-A filed May 2, 1989). (3)
First Amendment to CPI Corp. Shareholder Rights Plan
(filed as Exhibit 4i to registrant's Form 10-Q filed
September 3, 1993, registration number 1-10204). (3)
Second Amendment to CPI Corp. Shareholder Rights Plan
(filed on the registrant's Form 8-K filed August 3,
1995, registration number 0-11227). (3)
5.1 Opinion of Counsel.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of counsel (included in Exhibit 5.1).
24 Power of Attorney (included on Signature Page of the
Registration Statement).
</TABLE>
[FN]
(3) All such documents are incorporated herein by reference.
</FN>
8
<PAGE>
Exhibit 5.1
March 30, 1998
CPI Corp.
1706 Washington Avenue
St. Louis, Missouri 63103
Re: Shares of Common Stock To Be Issued Under
CPI Corp. 1981 Stock Bonus Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
I am General Counsel and Secretary of CPI Corp., a
Delaware corporation (the "Company"), and in such capacity I am
familiar with the Registration Statement on Form S-8 to which
this opinion is filed as an exhibit (the "Registration
Statement"), which registers under the Securities Act of 1933, as
amended (the "Securities Act"), 50,000 shares of Common Stock,
par value $0.40, of the Company (the "Shares"). The Shares are
to be issued under the CPI Corp. 1981 Stock Bonus Plan ("Plan").
I have examined originals or copies, certified or
otherwise, identified to my satisfaction, of such documents,
corporate records, certificates of public officials and other
instruments as I deemed necessary for the purposes of the opinion
expressed herein. I have assumed (i) the genuineness of all
signatures on all documents examined by me, (ii) the authenticity
of all documents submitted to me as originals, (iii) the
conformity to authentic originals of all documents submitted to
me as certified or photostatic copies, and (iv) the due
authorization, execution and delivery of all documents.
On the basis of the foregoing, I am of the opinion that
when the Registration Statement, including any amendments
thereto, shall have become effective under the Securities Act,
and the Shares have been issued in accordance with the terms of
the Plan, then the Shares will be legally issued, fully paid and
nonassessable.
This opinion is not rendered with respect to any laws
other than federal laws and the General Corporation Law of the
State of Delaware. I do not assume any duty to update this
opinion with respect to changes of law or fact occurring after
the date hereof.
9
<PAGE>
Exhibit 5.1 (continued)
I consent to the filing of this opinion as an exhibit to
the Registration Statement. I also consent to your filing copies
of this opinion as an exhibit to the Registration Statement with
such agencies of such states as you deem necessary in the course
of complying with the laws of such states regarding the offering
and sale of the Shares. In giving this consent, I do not admit
that I am in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and
regulations of the Securities and Exchange Commission.
Very truly yours,
CPI CORP.
/s/ Jane E. Nelson
------------------------------
General Counsel and Secretary
10
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
CPI Corp.
We consent to incorporation by reference in the Registration
Statement on Form S-8 of CPI Corp. relating to the CPI Corp. 1981
Stock Bonus Plan of our report dated April 3, 1997 related to the
consolidated balance sheets of CPI Corp. and subsidiaries as of
February 1, 1997 and February 3, 1997, and the related
consolidated statements of earnings, stockholders' equity and
cash flows for each of the fiscal years in the three-year period
ended February 1, 1997, which report appears in the February 1,
1997 Annual Report on Form 10-K of CPI Corp.
/s/ KPMG Peat Marwick LLP
---------------------
St. Louis, Missouri
March 30, 1998
11
<PAGE>
