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Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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
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) 878-8000
(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 Per Share(1) Offering Fee(1)
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Common Stock,
$1 par value 1,000,000 $9.6875 $9,687,500 $3,340.52
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(1) 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 July 31, 1995.
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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. 33-38530, are incorporated herein by reference.
The following exhibits are filed as part of this Registration Statement:
Exhibit Description
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23.1 Consent of Price Waterhouse.
24 Power of Attorney (included on signature page of
Registration Statement).
EXPERTS
The financial statements and financial statement schedules of the Company
as of February 25, 1995, and February 26, 1994, and for each of the three years
in the period ended February 25, 1995, incorporated in this Registration
Statement by reference to the Company's Annual Report on Form 10-K for the year
ended February 25, 1995, have been so incorporated herein in reliance on the
reports of Price Waterhouse LLP, independent accountants, given on the authority
of said firm as experts in accounting and auditing.
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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 July 31, 1995.
PIER 1 IMPORTS, INC.
By /s/ CLARK A. JOHNSON
Clark A. Johnson
Chairman of the Board
POWER OF ATTORNEY
We, the undersigned directors and officers of PIER 1 IMPORTS, INC.,
hereby appoint J. RODNEY LAWRENCE and ROBERT G. HERNDON, 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 31st day July, 1995, in the capacities indicated.
Signature Title or Capacity
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/s/ CLARK A. JOHNSON Chairman of the Board and Chief
Clark A. Johnson Executive Officer
/s/ MARVIN J. GIROUARD President, Chief Operating Officer
Marvin J. Girouard and Director
/s/ ROBERT G. HERNDON Executive Vice President and Chief
Robert G. Herndon Financial Officer
/s/ SUSAN BARLEY Controller and Principal Accounting Officer
Susan Barley
/s/ MARTIN L. BERMAN Director
Martin L. Berman
/s/ CRAIG C. GORDON Director
Craig C. Gordon
/s/ JAMES M. HOAK, JR. Director
James M. Hoak, Jr.
/s/ SALLY F. MCKENZIE Director
Sally F. McKenzie
/s/ CHARLES R. SCOTT Director
Charles R. Scott
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EXHIBIT INDEX
Exhibit Description
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23.1 Consent of Price Waterhouse
24 Power of Attorney (included on signature page of Registration
Statement).
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 of our report dated
April 7, 1995, contained in Item 8 of Pier 1 Imports, Inc.'s Annual Report on
Form 10-K for the year ended February 26, 1995. We also consent to the
reference to us under the heading "Experts" in this Registration Statement.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Fort Worth, Texas
July 31, 1995
