As filed with the Securities and Exchange Commission on October 4, 1996
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. 1989 EMPLOYEE STOCK OPTION 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 1,500,000 $15.5625 $23,343,750 $8,049.57
- ------------------------------------------------------------------------------
(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 September 27, 1996.
<PAGE>
This Registration Statement registers additional securities to be issued
under the Pier 1 Imports, Inc. 1989 Employee Stock Option Plan. The contents
of the earlier registration statement, No. 33-32166, are incorporated herein by
reference.
The following exhibits are filed as part of this Registration Statement:
Exhibit Description
------- -----------
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Price Waterhouse LLP.
24.1 Power of Attorney (included on signature page of
Registration Statement).
EXPERTS
The consolidated financial statements and financial statement schedule of
the Company at March 2, 1996, and for the year then ended, appearing in the
Company's 1996 Annual Report (Form 10-K), have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included therein
and incorporated herein by reference. Such consolidated financial statements
and financial statement schedule are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
The consolidated financial statements, including financial statement
schedules, of the Company at February 25, 1995, and for each of the two 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 March 2, 1996, have been so incorporated in reliance upon the reports of
Price Waterhouse LLP, independent accountants, given upon the authority of said
firm as experts in auditing and accounting.
<PAGE>
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 4, 1996.
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 CLARK A. JOHNSON 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 4th day of October, 1996, in the capacities indicated.
Signature Title or Capacity
--------- -----------------
/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/ STEPHEN F. MANGUM Senior Vice President, Chief Financial
Stephen F. Mangum Officer and Principal Accounting Officer
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
<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- -----------
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Price Waterhouse LLP.
24.1 Power of Attorney (included on signature page of Registration
Statement).
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8 No. 333-00000) pertaining to the 1989
Employee Stock Option Plan of Pier 1 Imports, Inc. and to the incorporation
by reference therein of our report dated April 11, 1996, with respect to the
consolidated financial statements and schedule of Pier 1 Imports, Inc.
included in its Annual Report (Form 10-K) for the year ended March 2, 1996,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Fort Worth, Texas
October 1, 1996
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated April 7, 1995, except as to Notes
2, 3, 9 and 12, regarding trading losses and Sunbelt Nursery Group, Inc., as
to which the date is February 29, 1996, appearing in Item 8 of Pier 1
Imports, Inc.'s Annual Report on Form 10-K for the year ended March 2, 1996.
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
October 1, 1996
